DUJOHN LABORATORIES LIMITED
ANNUAL REPORT 2009-2010
The Members of the Company,
Your Directors have pleasure in presenting before you the 18th Annual
Report of the Company together with the Audited Statement of Accounts for
the year ended 31st March, 2010.
FINANCIAL RESULTS (Amt .Rs. In Lakhs)
Total Income 0.00 0.00
Total Expenditure 1.61 1.34
Profit before Tax -1.61 -1.34
Profit after Tax -1.61 -1.34
FINANCIAL & OPERATIONAL HIGHLIGHTS
The Company's factory is closed and hence there was no production and sale
in the company and no performance could be achieved by the company during
the year under review.
The Company incurred losses due to closure of factory. As reported in the
Directors Report 1999-2000, the banker of the company - Central Bank of
India, Corporate Finance Branch, Indore has filed recovery suit before
HonTsle Debts Recovery Tribunal, Jabalpur to recover the entire amounts
financed to the Company as Term Loan & Working Capital Loans by disposal of
the mortgaged immovable properties of the Company. Your directors are
making their best efforts to reach an amicable solution with the bankers
and also taking necessary legal steps to defend the suit in the Bribunal.
However the matter is sub-judice. Similarly, Sales Tax Department has also
locked the factory alongwith banker for outstanding tax recovery. Apart
from this, there is also dues of ESI and P.P. and the company is not in a
position financially to settle the outstanding dues of any of the
The Board of Directors of the Company has not declared any dividend for
The Company has not accepted deposits from the public during the year
attracting the provisions of section 58A of the Co. Act, 1956 and Rules
framed there under.
The Company has formed an Audit committee comprising of 3 directors. The
terms of the reference of the committee are in line with the requirements
specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated
in Clause 49 of the Listing Agreement.
During the year under review, SANJAY THAKUR, DIRECTOR of the company will
retire by rotation at the ensuing Annual General Meeting of the Company and
being eligible, offers himself for re-appointment.
M/s RAO & ASSOCIATES, Chartered Accountants, Mumbai have given their
consent for re- appointment of Auditors of the Company.
During the year, M/s S.chandulal & Co., Chartered Accountants, Mumbai have
shown their unwillingness to be continue to be the auditors of the company
hence the Board approached another auditor firm M/s Rao & Associates,
Chartered Accountants, Mumbai. After receipt of written consent from them,
the Board convened an EGM on 28-03-2010 for seeking consent of share
holders for appointment of new auditors of the company.
PARTICULARS OF EMPLOYEES
There was no employee in the Company whose particulars are required to be
furnished as per section 217 (2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended upto date.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information under section 217(1) (e) of the Companies Act, 1956 on
Conservation of Energy, Technology Absorption as required to be disclosed
is not possible to be disclosed as there is no information available with
the company due to closure of factory premises.
During the year under review the Company has no foreign exchange earnings
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors
(a) That in the preparation of annual accounts, the applicable accounting
standards have been followed;
(b) That 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 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;
(c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provision
of the Companies Act, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) That the Directors have prepared the Annual Accounts on a going concern
basis in spite of closure of factory.
CORPORATE GOVERNANCE AND COMPLIANCE
A report on corporate governance along with Management Discussion and
Analysis is annexed to this report.
A certificate from Statutory Auditors with regards to the compliance of the
corporate governance, as stipulated in Clause 49 of the Listing Agreement,
by the company is annexed to this report.
The company has fully complied with all mandatory requirements prescribed
under Clause 49 of the listing agreement. In addition, the company has also
implemented some of the non mandatory provisions of Clause 49.
Your Directors wish to express their sincere appreciation for the co-
operation and support received from suppliers, Banks, shareholders,
customers, Officers and other employees of the Company throughout the year.
By order of the Board
For DUJOHN LABORATORIES LIMITED
Date : 01/09/2010
MANAGEMENT DISCUSSION AND ANALYSIS
The Company is in the business of manufacturing of injectables, ointments,
I.V. fluids, Tablets & Capsules. During the year, the company has incurred
the losses due to closure of factory. The key issues of the Management
Discussion and Analysis are given below.
(a) Business Analysis & Outlook
Demand of formulation drugs as stated above is increasing in our country
which is beneficial for us. In order to meet challenges of huge
competition, the company has to benchmark its cost & quality competitevness
with best companies.
(b) Risk and concerns
By nature technology has to change not only in production but also in
management, communication and administration company is trying to keep pace
with current technological scenario so company is going to adopt new
techniques where ever required.
Financial risk could included insufficient liquidity to meet working
capital requirement, adverse movement in price realization due to stiff
competition in the industry. Banker of the Company- Central Bank of India,
Corporate finance Branch, Indore has filed recovery suit before Debt
Recovery Tribunal, Jabalpur to recover the entire amount financed to the
company your director are making their best efforts to reach an amicable
solution with the bankers and also taking necessary lagal steps to defend
the suit in the Tribnual. However the matter is subjudice.
(c) Internal control system
Internal audit and other controls have been found to be adequate. These are
reviewed periodically by the Audit Committee and found the performance
(d) Developments in human resources and industrial relations
Information as per Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particular of Employees) Rules, 1975 is not required to be
given as no employee falls under it. The Company continued to have cordial
relations with all the employees.
(e) Cautionary Statement
Statement in this Management Discussion and Analysis describing the
Company's objective, projections, estimate, expectation or prediction may
be 'Forward looking statement' whthin the meaning of applicable securities
law and regulation and such forward-looking statements involve risk and
uncertainties. Actual results could differ materially from those expressed
or implied. Important factors that could make a difference to the
Company;'s operations include raw material availability and prices,
cyclical demand and pricing in the Company's principal markets, changes in
Govt. Regulation, Tax regimes, economic development within India. The
Company undertakes no obligation to publicly update or revise any forward
looking statement, whether as a result of new information, future events,
By order of the Board
For DUJOHN LABORATORIES LIMITED
Date : 01/09/2010