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Cellulose Products of India Ltd.

BSE: 506345 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Cellulose Products of India Ltd. (CELLULOSEPRODS) - Director Report

Company director report

CELLULOSE PRODUCTS OF INDIA LIMITED ANNUAL REPORT 2006-2007 DIRECTOR'S REPORT TO THE MEMBERS Dear Shareholder, The Directors present herewith the FORTY SIXTH Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Accounting Year 2006-2007 ended on 31st March, 2007. 1. FINANCIAL RESULTS: The working results of your company for the Accounting Year under report are as under : (Rs. in lacs) 2006-2007 2005-2006 Profit (Loss) 23.22 (16.66) Add : Loss on Sale of Assets 70.20 267.64 Loss of the Year 46.98 284.26 Add: Debit balance brought forward from the last year 1149.67 865.41 Loss carried to Balance Sheet 1196.655 1149.67 Remarks of Auditors in their Report and Notes attached to the accounts are self-explanatory. 2. DIVIDEND: In view of the losses suffered during the year under review, your Directors regret their inability to recommend dividend for the year under review. 3. OPERATIONS: 3.1 There wore no operations at any unit of the company. The company has not considered trading in cloth and other articles advisable in view of prevailing high prices. As such no trading activity was done during the year under review. 3.2 As informed in the earlier reports, the assets of the company were sold by the sale committee appointed by the Hon'ble High Court in SCA 8488/98. the sale of assets and disbursement of sale proceeds were taking place as per the directions of the Hon'ble High Court. The last disbursement took place as per the order dated 31-07-2006. By this order, SCA 8488/98 was disposed off, the sale committee was dispersed and there was no amount of sale proceeds in balance to be disbursed. Thus there were no operations and there was no possibility of any operations in future also. 4. WINDING UP: As reported in earlier years the company's assets were being sold by the Sale Committee appointed by the High Court, Gujarat in SCA 8488/98 The sale proceeds were being disbursed as per the directions of the High Court between secured creditors, labour and statutory dues Now after receipt of full consideration of sale of assets the last disbursement of sale proceeds took place as per the order dated 31-07-02006 of the High Court. Now the situation is such that the company has no assets, no income and no funds to start any fresh business. In such circumstances, it is thought fit not to keep the company alive only on paper and incur the expenses, without any income, to meet the requirements of the Companies Act, 1956 and the Listing Agreements. It is recommended that the company should apply for winding up by the order of the court. The necessary resolution for the consent of the members is included in the notice. 5. FINANCE: 5.1 Fixed Deposits : As on 31st March, 2007 there were no fixed deposits which has remained unclaimed at the end of the year 5.2 The Company's income tax assessment has been completed upto the Financial Year 2003-2004 and assessment for Sales Tax has been completed upto 2000-2001. 5.3 Secured Creditors: The secured creditors including the Debenture holders through Debenture Trustees were paid in November, 2004 and July, 2005. With these payments the principal amount of all the secured creditors holding first charge on the fixed assets of the company have been fully paid. The Hon'ble High Court, by its order dated 31-07-2006 directed to pay about Rs. 173.43 lacs to First chargeholders by way of interest. To complete the claim amount of labour, it was directed to apy Rs. 237.50 lacs. To meet statutory Dues and other payments, the company was paid Rs. 42 lac. The balance amount of about Rs. 109.00 lacs was paid to Bank as Second Chargeholder as it was having Recovery Certificate issued by DRT. 6. LISTING FEES: The Equity Shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the Year 1998-1999. 7. GENERAL: 7.1 Particulars of Employees : There is no employee drawing remuneration requiring disclosure under Section 217(2)(A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. 7.2 Auditors : The present auditors of the company M/s C.C. Chokshi & Co., Chartered Accountants Ahmedabad, when approached for certificate of availability for reappointment, indicated their inability to work if reappointed. They have issued a letter to that effect. The company received notices from some members to appoint M/s Patel Mankad & Co., Chartered Accountants, as Auditors of the company. The company when approached them, received a certificate of availability as required under section 224(1B) of the Companies Act, 1956. 8. DIRECTOR'S RESPONSIBILITY STATEMENT: 8.1 In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures. 8.2 The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 or loss of the Company for that period. 8.3 The Directors have taken proper and sufficient care 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. 8.4 The Directors have prepared the annual accounts on a going concern basis. 9. DIRECTORATE: 9.1 One of your Director, Shri Maheshbhai P. Desai retires by rotation in terms of Article 153 of the Articles of Association of the Company and he being eligible offers himself for reappointment. 10. CORPORATE GOVERNANCE: As per Clause-49 of the Listing Agreement with the Stock Exchange/s, a Management Discussion & Analysis Statement, a Report on Corporate Governance together with Auditor Certificate regarding compliance of conditions of Corporate Governance form part of the Annual Report. 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: As there was no manufacturing activities during the period under review, the details under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable. 12. ACKNOWLEDGMENT: The Company's relations with its employees remained cordial during the period. Your Directors wish to place on record their appreciation for the support and cooperation received from the financial institutions and Banks and the Sale Committee. By order on Behalf of the Board Laxmikant Bhagubhai Chairman Place: Ahmedabad Date : 12th June, 2007. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: THE COMPANY'S OUTLOOK: The operations of the Company have been stopped since January, 1998. Since then, the Company has neither manufactured any goods nor sold them. The Company has no workman on roll. There is no possibility that the Company wilt resume production in near future. As such the Management of the Company prefers not to comment on prospects, overview of industry etc. PERFORMANCE-OPERATIONAL AND FINANCIAL: The Company has no manufacturing activities and unlike the years in past there were no trading activities in the year under review. The salary of working staff is received from the Sale Committee till September, 20O6, as per the directions of the Hon'ble High Court in SCA 8488/98. This application was disposed off by Order dated 31-07-2006. FINANCIALS: There were no financial transactions, as the Company has stopped its manufacturing operations and trading activities. WORKING CAPITAL & LIQUIDITY: The Company has no working capital The Sale Committee has paid about Rs.109 lacs to Bank Of Baroda against various credit facilities taken by the Company when it was operating, as per the direction of the Hon'able High Court of Gujarat by its Order dated 31-07-2006. INTERNAL CONTROL SYSTEM: As per the working of the Company, it has adequate internal Control System. CAUTIONARY STATEMENT: Statement in this Management Discussion and Analysis Report, describing the Company's objectives, estimates and expectations may constitute 'Forward Looking Statements' within the meaning of applicable laws or regulations. Actual results might differ materially from those either expressed or implied. By and on Behalf of the Board Laxmikant Bhagubhai Chairman Dale : 12th June, 2007. Place : Ahmedabad.

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