The Directors present their 44th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2014.
FINANCIAL RESULTS (Rs. In lac)
For the year For the previous ended on year ended on 31/03/2014 31/03/2013
Gross Profit (before interest, depreciation & taxation) 527.77 (243.41)
Less: Interest 106.36 26.96
Depreciation 204.07 198.52
Profit before tax 217.34 (468.89)
Tax expense (69.53) (27.41)
Profit / Loss after Tax 286.87 (441.48)
Add: Balance brought from previous year (6167.41) (5725.93)
Profit / (Loss) available for appropriations (5880.54) (6167.41)
Profit/(loss) carried to Balance Sheet (5880.54) (6167.41)
Your Directors do not recommend any dividend on equity shares in view of the brought forward loss of earlier years incurred by the Company.
REFERENCE TO BIFR
The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24th February 2010 and has appointed Bank of Baroda as the Operating Agency with directions to prepare a revival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda has submitted draft rehabilitation scheme to BIFR. The Company is awaiting hearing on the draft rehabilitation scheme.
OPERATION AND FUTURE OUTLOOK
During the year under review, the turnover stood at Rs. 27.34 crores against Rs.27.54 crores in the previous year. The Company's manufacturing plant at Roha and at Paonta Sahib, Himachal Pradesh are working at normal capacity. The Company has taken various steps to boost better working results and operating profit, which will result in the coming years.
As per the One Time Settlement approved by the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities, the Company is making payments on installments to the Banks. This will enable the Company to reduce the cost of finance and will improve working of Company's manufacturing plants. During the year the Company has credited a sum of Rs. 696.74 lac to Profit & Loss Account on account of unpaid interest saved on One Time Settlement with the Banks.
DIRECTORATE :
Mrs. Shahnaz A. Dawoodani, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer herself for re-appointment.
As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Mohan M. Gadgil and Mr. Kuppuswamy S. Varadhan is seeking appointment as Independent Director for five consecutive years for a term upto conclusion of Annual General Meeting of the Company in the calendar year 2019.
EXPORTS
During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs. 35.05 lac against Rs. 24.24 lac in the previous year.
FIXED DEPOSITS
The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has an adequate system of internal control of procedure commensurate with the size and nature of its business. It maintains a system of well-established policies and procedures for its operations and activities. It ensures optimum use of the Company's resources and provides guidelines authorization and approved procedures. It endeavors to use its resources efficiently.
The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.
The Company's internal auditors carry out audit of accounts, internal control systems and procedures on regular basis. Any significant issues are brought to the attention of the Audit Committee, which reviews it periodically and suggestions and recommendations made by it are carried out for further improvement.
RELATED PARTY TRANSACTION
These have been discussed in detail in the notes to the accounts in the financial statements.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
The Company has focused on building the organization for developing human resources. Training was imparted to the various sections of employees for improving their skills. The relationship with the employees trade union continues to be cordial.
HEALTH AND SAFETY
The Company continues to focus on health and safety of all its workers and staff. It operates in sound health and safety and secured environment system. Adequate safety measures have been taken at both the plants and offices for the prevention of accidents or any untoward incidents
CAUTIONARY STATEMENT
Some of the statements contained within this report may be forward looking in nature and may involve risks and uncertainties. Actual Result and Outcomes in future may vary materially from those discussed herein. Factors that may cause such variances include, but are not limited to management of growth, market acceptance of Company's product and services, risk associated with new product version, dependence on third party relationship and the activities of competitors.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;
ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.
A separate report on Corporate Governance along with the Auditor's Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR'S REPORT
The Company's Auditors M/s. A.N. Damania& Co., Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to appoint M/s. A.N. Damania & Co., as Statutory Auditors of the Company.
The Auditors M/s. A.N. Damania & Co., have referred to certain qualifications to their Audit Report and to notes forming part of Accounts in their report to the members. The qualifications and notes referred to by Auditors are self explanatory.
INDUSTRIAL RELATIONS
The Industrial Relations continued to be cordial during the year under review.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company's Bankers and Financial Institutions and the support given by the Company's valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.
On behalf of the Board of Directors
PLACE: MUMBAI A.H.Dawoodani M. M. Gadgil DATE :14th August 2014 Managing Director Director