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Shivani Vanaspati Ltd.

BSE: 531722 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Shivani Vanaspati Ltd. (SHIVANIVANAS) - Director Report

Company director report

SHIVANI VANASPATI LIMITED ANNUAL REPORT 2001-2002 DIRECTOR'S REPORT Dear Shareholders, Your Directors have pleasure in presenting the 10th Annual Report together with the Audited Accounts of the Company for the financial year ended 30th June, 2002. DIVIDEND: Due to absence of profit for the financial year ended 30th June 2002 your Directors are not in a position to recommend any dividend. PERFORMANCE REVIEW: The Company got the Sales Tax Exemption w.e.f. the date of commercial production i.e. 6th July, 1997. It was subsequently withdrawn from 1st August 1999. The Company has neither collected and Sales Tax from the customers nor deposited with Sales Tax Authority since the Company expects Sales Tax Exemption with retrospective effect from 1.08.1999. On 8.1.2002 the Hon'ble High Court of Orissa dismissed the writ petition filed by the Company challenging the withdrawal of Sales Tax Exemption granted earlier by the Govt. of Orissa. The Company has filed a review application on 14.01.2002 before the Hon'ble High Court of Orissa against the said judgement and the matter is subjudice. Based on the appeal made before the Hon'ble Commissioner of Commercial Tax, Orissa, Cuttack on 17.01.2002 u/s. 22(1), 32(1) & 33(1) of SICA, 1985, the Hon'ble Commissioner took a judicious view and upheld the petition of the Company on 02.02.2002 directing not to take any coercive action against the Company till the BIFR disposes the case. Due to delay in the hearing of review petition which has already been filed before the Hon'ble High Court of Orissa, the Company moved to the Hon'ble Supreme Court of India, New Delhi by filing a Special Leave Petition (SLP) on 25.02.2002 to get justice immediately. The Hon'ble Supreme Court advised the petitioner to complete the review application matters pending before the Hon'ble High Court of Orissa before pursuing the matter before the Apex Court. Accordingly the Company withdrew the SLID as advised by the Apex Court on 12.03.2002. The review petition is now subjudice before the Hon'ble High Court of Orissa. After dismissal of writ- petition on 8.01.2002 the suppliers of raw materials have stopped supplying the raw materials on the fear that Sales Tax Authorities may attach the same at any point of time. Hence the production of the Company has been suspended since March 2002. The management of the Company is exploring various options to recommence the production activities and is very optimistic about the same. DIRECTORS: Mr. Narayan Dass Jhawar and Mr. Madhusudan Jhawar retire by rotation from the Board of Directors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Jitendra Kumar Mohanty has resigned from Directorship of the Company w.e.f. 26th June 2002. Mr. Ghanshyam Dass Jhawar has resigned from the Executive Directorship of the Company w.e.f. 31st August, 2002. He will continue on the Board as a Non-Executive Director. On withdrawal of nomination by IFCI Ltd., Mr. H.S. Tyagi ceased to be the Director of the Company w.e.f. 17.10.2001. AUDIT COMMITTEE: Following Directors are the members of the Audit Committee of the Board of Directors of the Company. 1. Prof. S.C. Kuchhal, Chairman of the Committee 2. Mr. Jyotindra Mohanty 3. Mr. Brij Mohan Jhawar, Managing Director CORPORATE GOVERNANCE: Your Company has always followed the philosophy of conducting its business with due compliance of Laws, rules, regulations and sound internal control system and procedures. The Company will implement the mandatory requirement of Corporate Governance Code as prescribed by Securities and Exchange Board of India. DIRECTOR'S RESPONSIBILITY STATEMENT: The Board of Directors of your Company state: I. THAT in the preparation of the Annual Accounts, the applicable Accounting Standard has been followed along with proper explanation relating to material departures. II. THAT 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 at the end of the financial year and of the profit or loss of the Company for that period. III. THAT the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. IV. THAT the Directors had prepared the Annual Accounts on a going concern basis. AUDITORS: M/s. Samantaray & Co., Chartered Accountants, Cuttack, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956: A. CONSERVATION OF ENERGY: Energy conservation, as far as coal and electricity are concerned, has been maximized by adopting appropriate modification in the machinery & equipments. Efforts are underway for further improvement in the matter. B. TECHNOLOGY ABSORPTION: Since the technology adopted by the Company is modern and sophisticated, it has been practically found that oil loss is minimum with an acceptable standard of quality product. C. FOREIGN EXCHANGE EARNING AND OUT-GO: -NIL- PARTICULARS OF EMPLOYEES U/S. 217(2)(A) OF THE COMPANIES ACT, 1956: Information required under section 217(2)(A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975 is not applicable to your Company as no employee is covered within the meaning of this provision. INDUSTRIAL RELATIONS: Industrial relations with the workers and staff of the Company remained cordial during the financial year. ACKNOWLEDGEMENT: Your Directors place on record their sincere appreciation of the cooperation and assistance extended by IFCI Ltd., State Bank of India, IPICOL and the Govt. of Orissa. The Board of Directors also wishes to place on record their appreciation of the cooperation of the shareholders and employees of the Company at all levels for their sincere efforts and contribution. For and on behalf of the Board of Directors Sd/- CUTTACK (Prof. S.C. KUCHHAL) 31.08.2002 CHAIRMAN