The Directors have pleasure in presenting the Forty-third Annual Report
of the Company together with the Audited Accounts for the year ended
31st March, 2008.
(Rs. in Lacs)
Year Ended Year Ended
Sales NIL NIL
Loss before depreciation & Extra-ordinary
items 186 198
Depreciation 18 88
Extra-ordinary items 421 (233)
Loss for the year 625 53
Your Directors regret their inability to recommend any dividend in view
of loss incurred during the year.
There has been no change in the status of the Companys operations. The
operations continued to be suspended and unviable. There has been no
positive development which warrants the Company to commence its
SALE OF MACHINERY
The machinery of plant no. 2 which was lying idle for more than eight
years and damaged in the floods which took place in July 2005 was sold
on As is where is basis for a total consideration of Rs.4,28,62,500/-
(including VAT @ 12.5%).
Mr. Ashok Kumar Goel, Director, retires by rotation and being eligible,
offers himself for re-appointment.
Mr. Mohender Garg has been appointed as an Additional Director with
effect from 29th April, 2008 to hold office as a Non-Executive
Independent Director upto the conclusion of the ensuing Annual General
Meeting. Members are requested to appoint Mr. Mohender Garg as a
Director of the Company.
The brief resume of Mr. Ashok Kumar Goel and Mr. Mohender Garg,
Directors, as required by Clause 49 of the Listing Agreement with the
Stock Exchanges, is provided in the notice convening the forty-third
Annual General Meeting of the Company.
Mr. Suresh Kumar Suri has been appointed as Manager under Section 269
of the Companies Act, 1956 with effect from 29th April, 2008. Members
are requested to pass Special Resolution as provided in the notice
convening this Annual General Meeting.
M/s. MGB & Co., Chartered Accountants, the retiring Auditors being
eligible, offer themselves for reappointment as Statutory Auditors of
the Company. The reappointment is in accordance of Section 224(IB) of
the Companies Act, 1956. ,
The qualification and observations made by the Auditors in their report
are self-explanatory. The Auditors have also pointed out non-compliance
of Accounting Standard - 15 (AS-15) Employee Benefits for Actuarial
valuation of Gratuity and Leave encashment. In this regard, it may be
noted that your Company has suspended its operations since September
1998 and has been suffering losses. Considering this fact and that
there are only two employees on the payroll, the said non- compliance
has arisen. Further, Management of the Company will endeavor to comply
with the same in the near future.
Also the Auditors have pointed in the Notes on Accounts that certain
provisions of section 292A of the Companies Act, 1956 pertaining to
Audit Committee have not yet been complied. As and when, the Company
can commence its operations, it will be in a position to comply fully
with all the provisions of the Section 292A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the Employees were in receipt of remuneration in excess of the
limit specified under Section 217 (2A) of the Companies Act, 1956, and
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by
the Companies (Amendment) Act, 2000, Directors confirm that:
1) In the preparation of the annual accounts, the applicable accounting
standards have been followed except non compliance of accounting
standard 15 Employee Benefits for Actuarial valuation of Gratuity and
Leave encashment as pointed by Auditors in their report.
2) Appropriate Accounting Policies have been selected and applied
consistently and have made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31 st March, 2008.
3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4) The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
In accordance with the requirement of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 were not applicable
since there was no operation during the year.
A separate report on Corporate Governance alongwith the Auditors
statement on its compliance form a part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report is provided in a separate
section and forms a part of this Report.
The Board of Directors expresses their gratitude to the Shareholders of
the Company for their continuous support.
BY ORDER OF THE BOARD
FOR SOLID CONTAINERS LIMITED
Place : Mumbai ASHOK KUMAR GOEL
Date : 21st July, 2008 DIRECTOR