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Kaytee Cotsynth Industries Ltd.

BSE: 512401 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Kaytee Cotsynth Industries Ltd. (KAYTEECOTSYNTH) - Director Report

Company director report

KAYTEE COTSYNTH INDUSTRIES LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT Dear Shareholders, Your Directors have pleasure in presenting herewith the 20th Annual Report alongwith the Audited Statement of Accounts for the year ended 31st March, 2005. 1. FINANCIAL RESULTS (Rs. in lakhs) 2004-05 2003-04 Sales & Income from Operations 0.02 0.01 Operating Profit/(Loss) (2.54) (36.89) Less/Add: Interest & Finance Charges 146.61 148.63 Gross Profit / (Loss) (149.15) 111.74 Less/Add : Depreciation 138.75 142.53 Profit / (Loss) before tax (287.90) (30.79) Less : Provision for Taxation 0.00 0.00 Profit / (Loss) for the year (287.90) (30.79) Add : Brought Forward Profit / (Loss) (2,413.77) (2,382.98) Profit / (Loss) available for appropriation (2,701.67) 2,413.77 Appropriations Nil Nil Balance carried forward (2,701.16) 2,413.77 2. DIVIDEND In view of the losses incurred by the Company, your Directors do not recommend any dividend for the year under review. 3. REVIEW OF OPERATIONS As reported earlier due to liquidity problem, the Company could not pay the power bills and consequently Gujarat Electricity Board (GEB) had disconnected the power connection and as such, the Company was compelled to suspend production since 28th September 2000 in the Preparatory section and 30th September 2000 in the Winding section respectively. The loss for the year under review, after adjustment of net interest (including Rs. 146.61 Lacs for the previous year), depreciation and taxation was of Rs. 287.90 Lacs against total loss of Rs. 30.79 Lacs in the previous year. The accumulated losses as on 31st March, 2005 were Rs. 2,701.67 Lacs. 4. FIXED DEPOSITS THE Company has not accepted any deposits from the public. 5. INSURANCE Due to paucity of funds, all the properties of the Company have been adequately insured directly by the lead bank viz. Bank of India against fire, marine, earthquake and other risks. 6. LISTING The Equity Shares of the Company are listed on the Mumbai and Ahmedabad Stock Exchange. 7. RESTRUCTURING AND B.I.F.R. As reported earlier, the Company's reference to BIFR, based on Audited Annual Accounts for the year ended 31st March, 2000, under the provisions of Section 15 (1) of the Sick Industrial Companies (Special. Provisions) Act 1985 (SICA) registered vide Case No. 384 /2000, was rejected by the Hon. Bench as 'non maintainable'. The Company had preferred an Appeal before the Honorable AAIFR against the said order which is still pending. The subsequent references to BIFR, based on Audited Accounts for the year ended 31st March, 2002 and 31st March, 2004 registered vide Case No. 176/2003 and 40/2005 respectively are pending. Since the Company has accumulated losses exceeding its net worth, it continues to be a Sick Industrial Company within the meaning of section 3 (1) (0) of SICA. The Company had received proposals from prospective buyers for acquisition of Company's assets which have been forwarded to the Banks for their perusal. Upon classification of the account of the Company as Non Performing Asset (NPA) as on 30-6-2003, Bank of India the lead bank of the consortium, had issued a notice U/s 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Act, 2002 (SARFAESI) for recovery of their dues, which has been contested by the Company. However, no further action has been taken by the bank in this regard. 8. DIRECTORS Pursuant to Article 122 of Articles of Association of the Company, Shri Bipin M. Shah, Director retires by rotation and being eligible offeres himself for re-appointment. 9. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure; (b) the directors had 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 as on 31st March, 2005 and of the `loss' of the Company for the year ended 31 st March, 2005; (c) 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; (d) the directors have prepared the annual accounts on a `going concern basis'. 10. PERSONNEL Relations with employees remained generally cordial during the year. The Company does not have any employees whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended,upto date. 11. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO As the Company is not in operation since October `2000, there are no information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 to be submitted for the year. 12. AUDITORS M/s. B. S. Mehta & Co., the present Auditors retires at the ensuing AGM and being eligible for re-appointment have indicated their willingness, to act as such terms of section 224 of the Companies Act, 1956. Members are requested to appoint the auditors and fix up their remuneration. 13. AUDITORS' REPORT Auditors' Report and the Notes to the Accounts referred to in the Auditors' Report are self-contained and self-explanatory and therefore do not call for any further explanation under Section 217 (3) of the Companies Act, 1956. 14. SECRETARIAL COMPLIANCE Pursuant to the provisions of Section 383 A of the Companies Act, 1956. the compliance certificate dated 5th September, 2005, of Shri I. D. Joshi. Practicing Company Secretary as to registers, records, books and papers under the Companies Act, 1956 is attached hereto and marked as Annexure II. 15. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE As the Company's manufacturing & other operations are suspended, there is no information to be recorded towards Management Discussion and Analysis as well as Corporate Governance. 16. ENVIRONMENT, SAFETY AND POLLUTION CONTROL Your Company has been taking proper care in complying with all statutory requirements relating to safety, environmental and pollution control. 17. ACKNOWLEDGMENT Your Directors record their gratitude to the Financial Institutions, Banks, Government Departments, Vendors and Customers for their continued support, assistance and cooperation during the year. FOR AND ON BEHALF OF THE BOARD BIPIN M. SHAH CHAIRMAN Place : Mumbai Dated : 5th September, 2005 Regd. Office : 52, Sakhar Bhavan, Nariman Point. Mumbai 400 021 COMPLIANCE CERTIFICATE Registration No. The Company 11 - 38138 Nominal capital: RS. 10 Crores To The Members KAYTEE COTSYNTH INDUSTRIES LIMITED Sakhar Bhavan Nariman Point MUMBAI - 400021 We have examined the registers, records, books and papers of KAYTEE COTSYNTH INDUSTRIES LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2005 (financial year). In our opinion and to the best of my information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated ;in Annexure ` A' to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. 3. The Company being a public limited Company comments are not required. 4. The Board of Directors duly met four times respectively on 29th June 2004, 1st September 2004, 21st October 2004 and 5th February 2005 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company has closed its registers of Members or Debenture holders from 11th November 2004 to 16th November 2004 during the financial year. 6. The annual general meeting for the financial year ended on 31st March 2004 was held on 28th September 2004 and adjourned on 16th November 2004 for adoption of accounts, after giving due notice to the members of the Company and the resolutions passed there at were duly recorded in Minutes Book maintained for the purpose. ROC permission for holding the AGM late not produced for verification 7. No Extra - Ordinary General Meeting was held during the financial year. 8. The Company has not advanced any loans to its Directors or persons or firms or Companies referred to under Section 295 of the Act. 9. The Company has not entered into any contracts failing within the purview of section 297 of the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Act. 11. There was no instances falling within the purview of section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government. 12. The Company has not issued any duplicate share certificate during the financial year. 13. The Company has: (I) There was no allotment/transfer /transmission of securities during the financial year. (ii) The Company has not deposited any amount in a separate Bank Account as no dividend was not declared dividend during the financial year. (iii) The Company was not required to post warrants to any member of the Company as no dividend was declared during the financial year. (iv) duly complied with the requirements of section 217 of the Act 14. The Board of Directors of the Company is dully constituted and there was no appointment of Additional Directors, alternate Directors and Directors to fill casual vacancies have been duly made. 15. Company has not appointed any Managing Director /Whole Time Director during the financial year. 16. The Company has not appointed any Sole Selling agents during the financial year. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/ or such other authorities as prescribed under the various provisions of the Act during the financial year. 18. The Directors have disclosed their interest in other firms/ Companies to the Board of Directors pursuant to the provisions of the Act and rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year. 22. There was no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited /accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The Company has not made any borrowings during the financial year ended 31st March 2005. 25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one state to another during the year under scrutiny. 27. The company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny. 28. The company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny. 29. The company has not altered the provisions of the Memorandum with respect to share capital of the company during the year under scrutiny. 30. The company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The company has not received any money as security from its employees during the financial year. 33. The Company has not provided for provident fund. Signature : Name of the Company Secretary: I. D. Joshi C. P. No.: 2984 Place :Mumbai Date : 5th September 2005 Annexure A Registers as maintained by the Company Statutory Registers 1. Minutes Book of Meeting 2. Register of Directors, managing Director, manager and Secretary u/s 303 3. Register of Directors' Shareholdings u/s 307 4. Register of Share Transfer 5. Register of contracts u/s 301 of the Companies Act, 1956 6. Register of Directors' Attendance 7. Shareholders Attendance Register Annexure B Forms and Returns as filled by the Company with Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending 31st March 2005. Sr Form No Filed U/S A B C No /Return Section 1 Annual Return 161 13.12.2004 No Yes 2 Balance Sheet 220 13.12.2004 No Yes 3 Comp Certi 383 13.12.2004 No Yes A = Date of Filing B = Whether filed within prescribed time yes/no C = If any delay in filing Whether requisite additional fee paid yes/no