QUALITRON COMPONENTS LIMITED
Your Directors present herewith the Eighth Annual Report together with the
Audited Statement of Accounts for the period ended 30th September, 1994.
ACCOUNTING YEAR :
The Accounting year ending on 31.03.1994 has been extended upto 30.09.1994
and the results for 1993-94 are for a period of 18 months.
In view of the losses, your Directors are unable to recommend payment of
As reported in the previous reports, the production was suspended from 1st
May, 1992 and continues to remain suspended to date. This was necessitated
by the continued recession in the television industry and unremunerative
prices on the one hand, and excess capacity in the B/W Picture Tube
industry on the other hand, prevailing at that time. And now, though with
the liberalised economic policy and relief in the duty structure and the
market conditions are better and improved, the company has not been able to
take advantage of the situation, for want of working capital, which got
completely eroded, due to the past losses.
As reported earlier, the company has discharged all workers with effect
from 30th November, 1992 by agreement with the union, paying their dues.
Therefore, there is no liability in this respect.
With a view to retrieve the situation, the management has been exploring
the possibility of restructuring the liabilities and negotiations have been
going on with Financial Institutions and Bank. As reported earlier the dues
of the British Bank of the Middle East were negotiated and settled. On the
same basis, a settlement was proposed with the Bank of India however, this
has not yet taken the final snape. Negotiations with Financial
Institutions are still going on. The suit filed by ICICI and other
financial institutions is still pending. In fact the management was hoping
that a final settlement would be arrived at with the financial institutions
and the bank and that a restructured position of liabilities could be
recorded in the annual accounts for the extended financial year of 1993-94.
However, the matter is still pending but your Board is confident that the
settlement with financial institutions will be soon concluded.
ISSUE OF FURTHER CAPITAL :
It is expected that as a part of the settlement referred to above some
portions of the loans/advances will have to be converted into equity capital. This will require increasing the authorised capital and issue of
shares to the Financial Institutions, Bank and the original promoters
and/or their associates. Final terms of settlement are not yet approved by
the Financial institutions and the Bank. However, in order that the company
may be able to implement the terms of settlement and issue further shares
specifically to the Financial Institutions, the Bank and the promoters,
necessary resolutions are being placed before the members for approval at
the ensuring Annual General Meeting.
REFERENCE TO BIFR :
In the light of the amended provisions of the Sick Industrial Companies
(Special Provisions) Act, 1985, your Directors are of the opinion that the
Company has become a Sick Industrial Company, within the meaning of Clause
(o) of Sub-Section (1) of Section 3 of the Sick Industrial Companies
(Special Provisions) Act, 1985 and a reference would have to be made to the
Board for Industrial and Financial Reconstruction under the provisions of
Section 15 of the said Act, after the ensuring Annual General Meeting is
The Company has not accepted any deposits from the public under section 58A
of the Companies Act, 1956.
Shri J. P. Shah and Shri S. H. Mansukhani resigned from the Board. Your
Directors had appointed Shri M. R. Jain as a Director in the casual vacancy
caused by the resignation of Shri S. K. Jaiwarajka. Mr. M. R. Jain has
since resigned. The Board has placed on reGord its appreciation for the
services rendered by them.
Your Directors have appointed Shri Prafulbhai P. Patel, in the casual
vacancy caused by the resignation of Shri J. P. Shah. The Board have also
appointed Shri M.S. Pujara as an Additional Director, who will cease to be
a Director on the day of the ensuing Annual General Meeting. Company has
received a notice under Section 257 of the Companies Act, 1956 from a
member proposing the candidature of the said Shri M. S. Pujara as a
Director of the Company to be appointed at the ensuing Annual General
Meeting. Shri K. S. Nanavati retires by rotation and being eligible offers
himself for reappointment.
PARTICULARS OF EMPLOYEES :
There was no employee, covered under the provisions of Section 217 (2A) of
the Companies Act 1956, read with Companies (Particulars of Employees Rules
1975), as amended, employed throughout the account period or part thereof
and as such the information under the above provisions is NIL.
ADDITIONAL INFORMATION UNDER THE COMPANIES (Disclosure of Particulars in
the Report of the Board of Directors) RULES 1988:
As the Company's plant was completely closed and there was no manufacturing
activity during the period under review the information required under Section 217 (i) (e) of the Companies Act, 1956 and Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988 is NIL.
M/s. J. T. Shah & Co., Chartered Accountants. Statutory Auditors of the
Company retire at the conclusion of the ensuring Annual General Meeting.
They are eligible for reappointment. You are requested to appoint auditors
to hold office from the conclusion of the ensuing Annual General Meeting to
the conclusion of the next Annual General Meeting and fix their
For and on behalf of the
Board of Directors
M. S. PUJARA
P. P. PATEL
Place : Ahmedabad.
Date : 17-01-95.