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Narang Industries Ltd.

BSE: 523317 Sector: Consumer
NSE: N.A. ISIN Code: INE172C01015
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Narang Industries Ltd. (NARANGINDS) - Director Report

Company director report

THE NARANG INDUSTRIES LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT Dear Shareholders Your Directors have pleasure in presenting 62nd Annual Report on business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2005. FINANCIAL RESULTS: Particulars Current Year Previous Year (Rs.) (Rs.) Profit/(Loss)before Depreciation and Income tax (29,75,758) 95,19,678 Less: Provision for depreciation 3,17,904 5,33,581 Add: Provision for earlier years Written Back 15,47,178 - Less: Provision for Income Tax - 16,54,000 Profit/(Loss) for the period (17,46,484) 73,32,097 OPERATIONS: During the year under review, the Company has suffered a net loss of Rs.17.46 lacs. Inspite of the persistent efforts, no new business has been identified. Efforts are still being made to re-activate the Company's non- molasses based alcohol manufacturing unit at Aurangabad. DIVIDENDS After reviewing the financial position of the Company, your Directors do not recommend any dividend on Equity Shares for the year ended 31st March, 2005. SUBSIDIARY COMPANIES: During the year under report, Mc Killigan Distillery Limited continues to be a wholly owned subsidiary of your Company. A statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary company is attached to the accounts. The audited statement of accounts and the Auditors' Report thereon along with Directors' Report of your Company's subsidiary is annexed. DIRECTORS: The Board of Directors at its meeting held on 30th August, 2005 and at the recommendation of the Remuneration Committee at its meeting held on 5th August, 2005 has to appointed P.A. Devinder Raj Narang as Managing Director w.e.f. 1st October, 2005 for a period of one year. The details of the terms of re-appointment are given in the notice convening the Annual General Meeting. During the year under review, Mr. Sudarshan Goyal resigned mid, in that casual vacancy, the Board appointed Mr. Surender Kumar Sharma as a Director of your Company. He holds office as a Director upto the date of the ensuing Annual General Meeting. Your Company has received a notice u/s. 257 of the Companies Act, 1956 from a member proposing the appointment of Mr. Surender Kumar Sharma as Director and the said appointment is proposed in the notice for the ensuring Annual General Meeting for your approval. The Board expresses its thanks for the valuable contributions made by Mr. Sudarshan Goyal during his tenure as director of your Company. During the current year, Mr. Tulsi Dass Sethi has been appointed as Additional Director of your Company. He holds office as Additional Director upto the date of the ensuing Annual General Meeting. A notice u/s. 257 of the Companies Act, 1956 has been received from a member proposing the appointment of Mr. Tulsi Dass Sethi as Director and the said appointment is proposed in the notice for the ensuing Annual General Meeting for your approval. Mr. Avdesh Maheshwari, who is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. AUDITORS: M/s. S.P. Nagrath & Co., New Delhi, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to serve, if appointed. They have also confirmed that if reappointed their appointment will be within the limits prescribed under the Companies Act, 1956. AUDITOR'S REPORT: The observations of the Auditors are explained, wherever necessary in appropriate notes to the accounts. PARTICULARS OF EMPLOYEES: The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence no particulars are furnished in this regard. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with regard to Directors' Responsibility Statement, it is hereby confirmed: 1. That in the preparation of the accounts for the financial year ended 31st March, 2005, the applicable accounting standards have been followed and there are no material departures; 2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review; 3. That 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; and 4. That the Directors have prepared the accounts for the financial year ended 31st March, 2005 on a going concern basis. FIXED DEPOSITS: During the year, your Company has not accepted any Fixed Deposits. As reported last year, the Company had repaid all the fixed deposits and there were no overdue deposits other than unclaimed deposits. LISTING DETAILS: The Equity Shares of your Company continue to be listed during the year under review at the following Stock Exchanges: 1. The Uttar Pradesh Stock Exchange Association Limited 2. The Stock Exchange, Mumbai 3. The Delhi Stock Exchange Association Limited AUDIT COMMITTEE: The Audit Committee has reviewed the financial statements for the period ending 31st March, 2005 and has not given any adverse remarks. It has recommended the re-appointment of M/s. S.P. Nagrath & Co. as Statutory Auditors of the Company for another term. CORPORATE GOVERNANCE: The Company has been proactive in following the principles and practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A report on the Corporate Governance duly certified by Statutory Auditors is enclosed and forms part of the Director's Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. During the year under review, foreign exchange earnings and outgo were nil. ACKNOWLEDGMENT: The Directors wish to thank the Government authorities, bankers, other business associates and shareholders for their unstinted support, assistance and valuable guidance. For & on behalf of the Board of The Narang Industries Limited (Devinder Raj Narang) (Masina Ram) New Delhi, 30th August, 2005 Managing Director Director ANNEXURE-I MANAGEMENT DISCUSSION & ANALYSIS Industry Structure and Developments: At present, the Company is not doing any business. It is still exploring the possibilities of re-activating its non-molasses based alcohol manufacturing unit at Aurangabad. Opportunities and Threats: The company had received unsolicited requests from property developers to commercially develop it, property at Aurangabad. The Company does not envisage any threats if the property at Aurangabd is commercially developed. Risks and Concerns: During the year under review, the Company was dealing in trading of shares. An investment in shares involves a high degree of risk, as the revenues and profitability of the Company are dependent on a number of factors. Financial Outlook: The overall performance of the Company during the financial year 2004-05 has not been satisfactory. Future Outlook: The Company has plans either to re-activate its non-molasses based alcohol manufacturing unit at Aurangabad or to commercially develop its property at Aurangabad. Business Segment: The Company has no business segment and as stated above, it is still exploring the possibility of re-activating its non-molasses based alcohol manufacturing project at Aurangabad. Internal Control System: The Company had adequate system of internal control and procedures to ensure efficient conduct of business and security of its assets. Financial Performance: Though the Company was not doing any business, its continued cost control efforts have been able to bring down the fixed financial costs to some extent during the year. Human Resources: As on 31st March, 2005 your Company had only five employees on its muster roll.