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Adarsh Chemicals & Fertilisers Ltd.

BSE: 506225 Sector: Agri and agri inputs
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Adarsh Chemicals & Fertilisers Ltd. (ADARSHCHEM) - Director Report

Company director report

ADARSH CHEMICLAS AND FERTILIZERS LIMITED ANNUAL REPORT 2007-2008 DIRECTOR'S REPORT Your Directors hereby present the 49th Annual Report of the Company and the Audited Statement of Accounts for the year ended on 31.03.2008. 2007-08 2006-07 FINANCIAL RESULTS Rs./Lacs Rs./Lacs Total Income 119.46 - Profit/(Loss) before Depreciation 118.49 (2.94) Depreciation - - Prior Year Adjustment Income/(Expenditure) - - Profit/(Loss) before tax 118.49 (2.94) Provision for Taxation Nil Nil Profit/(Loss) after tax 118.49 (2.94) (Loss) Brought Forward (10213.05) (10210.11) Balance of Profit & Loss Account (10094.56) (10213.05) Dividend Nil Nil REVIEW OF OPERATIONS: Your directors are happy to inform that the dues of the financial institutions have been settled in full & there are no dues to any of the banks and financial institutions. Your Directors proposes to restart activities at appropriate time. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE: As no manufacturing operation are carried out during the year, the information in respect of Conservation of Energy, Technology absorption and Foreign Currency earnings and outgo as required u/s 217(1)(e) of the Companies Act, 1956, are not applicable and hence not given herewith. PARTICULARS OF EMPLOYEES: There was no employee who earned the remuneration in excess of ceiling prescribed under section 217(2A)(a)(i) of the Companies Act, 1956 and hence the details are not furnished. DIRECTORS CLARIFICATIONS u/s 217 (3) OF THE COMPANIES ACT, 1956: Your Directors offer the following explanations as to the qualifications in the Auditors Report: i) As regards item 4 (i)(*) in the Auditors Report relating to non provision of liability for Penalty imposed for non-submission of documents for fulfillment of export obligation amounting to Rs. 13,33,84,605/- your directors are initiating steps to extinguish the penalty by submitting the relevant documents with the government authority. ii) As regards item 4 (i)(b) in the Auditors Reports relating to non provision of interest of outstanding fixed deposits and inter corporate deposits, your directors are negotiating with the parties for the waiver of interest on settlement of principal dues and your directors are hopeful for waiver of interest by the said parties. iii) As regards item 4 (i)(d) in the Auditors Report relating to balances with SBI in Allotment money account, your Directors wish to inform that due to discontinuation of operation and non-availability of administrative staff during the period under review, follow up with the banks could not be taken up. iv) Other qualifications in the Auditors Reports are explained in the notes to the Account and does not require any further elaboration by the Board of Directors. CORPORATE GOVERNANCE: The company has not complied with the conditions of the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in regard to formation of the Audit Committee, Share Transfer and Investors Grievance Committee and the Remuneration Committee as the company could not find person willing to be appointed as independent directors on the Board of the company considering the financial position and other limitations. Hence, the company has not obtained the certificate of Compliance of conditions of the Corporate Governance from the Auditors of the company DIRECTORS RESPONSIBILITY: Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm subject to what is stated in notes to the financial statements that: [i] In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures in the Notes on Accounts. [ii] The directors had selected such accounting policies and applied them consistently and fair view of the affairs of the company at the end of the financial year and of the profit of loss of the company for that period. [iii] 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] The directors have prepared the annual accounts on a going concern basis though the activities are discontinued and property is disposed off. ACKNOWLEDGEMENT: Your Directors express their sincere gratitude to the Members, Creditors including Fixed Depositors, Financial Institution and Banks, Government Authorities for their patience and bearing with the Company. FOR AND ON BEHALF OF BOARD (P.D. MORAR (N.D. PATEL) DIRECTORS PLACE: SURAT DATED: 29.08.2008