ATCOM TECHNOLOGIES LIMITED
ANNUAL REPORT 2010-2011
The Directors have pleasure to present the Twenty-first Annual Report with
the Audited Statement of Accounts for the period ended 31st March, 2011.
(Rupees in lacs)
PARTICULARS 2010-2011 2009-2010
Gross Profit/(Loss) before depreciation (51.60) (6.44)
[Less: Depreciation (99.11) (103.69)
[Operating Profit/(Loss) (89.73) (110.13)
[Less: Deferred tax 0.00 0.00
Profit/(Loss) after Tax (89.73) (110.13)
[Add : Waiver of Term Loan/Cash Credit
OTS 3188.85 0.00
Profit/(Loss) after Extra Ordinary Item (3099.12) (110.13)
Add: Debit Bal of Profit & Loss A/c
from previous year (22311.95) (22201.82)
Balance available for Appropriation (19212.83) (22311.95)
Deficit Carried to Balance Sheet (19212.83) (22311.95)
Due to carried forward losses, your directors regret their inability to
recommend a dividend for the year under review.
The turnover of the Company during the year ended 2010-2011 amounted to Rs.
1,434,640 as compared to Rs. 512,503 in the year 2009-2010 representing a
rise in the business of the Company over the previous year.
As evident from the above financial results and accounts, the Company
continued to be under financial crises. Due to financial crises the Company
could not make the optimum utilization of the resources and the same
resulted into reduced sales, negative results.
As per provisions of Articles of Association of the Company Mr. Mahendra
Sanghavi, the Director of the Company retires by rotation at the ensuing
Annual General Meeting, and being eligible, offers himself for re-
Details of director seeking re-appointment at the ensuing Annual General
Meeting fixed on 31st July, 2011.
Name of Director Mr. Mahendra Sanghvi
Date of Birth 18th May, 1956
Date of Appointment 24th May, 2007
Expertise in specific functional areas Marketing
List of other Directorships held
excluding foreign companies,
Companies under Section 25 of the
Companies Act, 1956 & Private
Chairman/Member of the committees
of the Board of other Companies in
which he/she is a Director Nil
C2M Technologies India Limited
This subsidiary has not undertaken any significant business during the year
The statutory auditors M/s Jain Anil & Associates, Chartered Accountants
retire at the ensuing Annual General Meeting, and have confirmed their
eligibility and willingness to accept the office, if re-appointed.
The observations of the auditor in their audit report are self-explanatory.
RESTRUCTURE OF THE COMPANY
The members are aware that during 2002-03 the Company became Sick
Industrial Company as per the provisions of Sick Industrial Companies Act
1985 (SICA) and a reference was filed with Board for Industrial and
Financial Reconstruction(BIFR) for determination of the measures with
respect of the company. However some of the secured lenders initiated the
proceedings under Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (SRFAESI) against the Company.
As a result the reference under SICA could not be admitted by the BIFR.
After protracted negotiations with the secured lenders, the majority of
secured lenders in-principle have agreed to arrive at compromise/
arrangement with the company and to withdraw the proceedings initiated
under SRFAESI. Out of eleven banks six banks have supported the Company for
rehabilitation and reconstruction and also entered for consent terms out of
which four banks have been fully settled and two banks payment is being
done as per schedule of Consent term. Remaining five banks have been given
revised proposal for rehabilitation and reconstruction which are under
their consideration. The Company is also under negotiations with promoters/
investors to bring in further funds to revive the company
In the circumstances, the Company proposes to restructure it's activities
through the scheme of Reconstruction / Demerger/ Amalgamation/ Arrangement
and Compromise. For this purpose the Company will be required to file
necessary reference to BIFR under SICA and / or Scheme of compromise or
arrangement under Companies Act 1956 / SRFAESI.
We strive to maintain the corporate governance as far as possible. In
compliance of Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited and National Stock Exchange Limited, a Report on Corporate
Governance, along with the Certificate of the Auditors on Corporate
Governance is annexed to this Report.
During the period under review, the Company has neither accepted nor
renewed any public deposits, under Section 58A, read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied them
consistently and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2011 and of its profit for the period ended as on
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.
INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE PERIOD
ENDED 31ST MARCH, 2011.
CONSERVATION OF ENERGY
Use of natural light through bigger windows, skylights etc. This has
resulted in reduction of power consumption.
RESEARCH & DEVELOPMENT
As the company is under financial crunch no R&D was carried out.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been neither any earning nor outgoing of foreign exchange during
the year under review.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,
as amended, is not annexed hereto as none of the employees have drawn
remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a.
Your Directors greatly appreciate the commitment and dedication of all the
employees. Also would like to thank all our Customers, Bankers, Clients,
Business Associates and various Government agencies for their continued
For and on behalf of the Board
Place : Mumbai (Vikram A. Doshi)
Date : 30th May, 2011 Chairman.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Company has been operative in 3 industries namely Information
Technology, Drinking Water and Weighing & Instruments. However due to
severe financial crisis faced by the company at present none of this
divisions are operative.
In 2010-2011, the Company could not deliver satisfactory performance in
terms of revenues, profits, networth, assets and market capitalization.
During the year under review the sales figures have gone down due to
sluggish demand of 'Electronic Weighing Scales' in the Market and lower
utilization of its capacity. Even the performance of other segment of the
Company i.e. 'Plastic' was not satisfactory.
OPPORTUNITIES AND THREATS
The lack of additional funds with your Company and the prolonged recession
is affecting the performance of the Company drastically. In these
circumstances one could only survive only when the resources are put to use
to their maximum productive capacity and this could only be achieved when
there is no financial constraints. At present the Company is undergoing
through the rigid financial crisis, only the financial restructuring will
pave the way out of this financial jam.
RISKS AND CONCERNS
Any recurrence of outburst of disturbance in the country more predominantly
due to political and economical upheaval may bring down the vibrancy of
Company's business activities. Any changes in economic and monetary
policies of the Government such as monetary tightening, hike in interest
rates, inflationary pressure, restrictions on foreign exchange flows etc
may also have a negative impact on the operations and profitability of the
Company. However, the company's present financial jam is imposing much
larger problem than other macro factor.
Statements in the Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectation may be 'forward
looking statements' within the meaning of applicable statutory laws and
regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make a difference to the Company's
operations include economic conditions and price conditions in the domestic
and overseas markets in which company operates, changes in the Government
regulations, tax laws and other statutes and other incidental factors.
Date: 30th May, 2011.