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Super Syncotex (India) Ltd.

BSE: 503297 Sector: Industrials
NSE: N.A. ISIN Code: INE542D01017
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Super Syncotex (India) Ltd. (SUPERSYNCOTEX) - Director Report

Company director report

DIRECTORS REPORT

TO,

THE MEMBERS

The Directors of your company is presenting their 31st Annual Report of the companyalong with the Audited statement of Accounts for the year ended 31st March 2012 andAuditors Report thereon.

1. FINANCIAL RESULTS

PARTICULARS This Year 2011-12 Previous Year 10-11
Operational profit /(Loss)before financial expenses and depreciation (4.88) (0.10)
Less: Financial Expenses (0.00) -
Gross Profit /Loss (4.88) (0.10)
Less: Depreciation (0.05) -
Net profit /Loss After depreciation (4.93) (0.10)
Add: Balance brought forward from earlier years (550.21) (550.31)
Balance carried forward (555.14) (5550.21)

2. PERFORMANCE

The performance of the company during the year ended 31st March , 2012 was poor. Duringthe year under review there is no major activities took place.

During the year, your company could have achieved a net turn over of Rs.30.43 Lacs asagainst Rs.Nil lacs in the preceding year which includes export turn over (FOB)amountingto Rs.Nil Lacs as against Rs.Nil Lacs of last Year.

3. LISTING OF SHARES

Presently the equity shares of the company are listed at Mumbai stock Exchange.

4. AUDITORS

M/S S.S.Surana & Company Chartered Accountants, Auditors of the company is toretire at the ensuring Annual General meeting of the company and are eligible forreappointment. The observation in the Auditors Report are dealt with in the notes to theaccounts at appropriate place and are self explanatory.

5. DIRECTORS

Shri B.S.Sacheli is to retire at the ensuring Annual General meeting of the company andbeing eligible offer himself for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

Statement of Directors responsibility pursuant to the provisions of section 217(2AA) ofthe companies Act, 1956, forming part of the Directors Report for the year ended 31stMarch 2012.

DIRECTORS CONFIRM:

(i) That in the preparation of the annual accounts , the applicable accountingstandards policy.

(ii) That the Directors have selected such accounting policies and applied themconsistently and made estimate that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2011-12and of the profit /loss for that period.

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing & detecting fraud and otherirregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SICKNESS OF THE COMPANY.

Pursuant to the provisions of section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Amendment Act, 1993. Your Company had become sick industrial companysince at the end of the financial year 2003-04 the accumulated losses of the companyexceeds its entire networth.

Therefore pursuant to the provisions of section 15 of SICA. 1985, the Company has fileda reference to the BIFR which has been registered vide No. 288/2003 dated 30th July, 2003& Company declared sick by BIFR on 03.01.2006.

8. REVIVAL OF INDUSTRIAL UNIT :-

The promoters of the Company have taken effective steps for revival of the Industrialundertaking of the Company. One time settlement proposal was given to Fl's & Banks.The settlement of dues of all the FIS and Banks has been done before 31stMarch, 2008. To rehabilitate the unit it has been planned to demerge the spinning Unit atkhari- Ka-Lamba of the Company based on valuation of assets. The demerger will result intoissue of equity shares by demerged unit and substantial reduction in existing Equity sharecapital of the Company.

The scheme of de-merger, reduction in Equity Share capital and scheme of revival ofsick industrial undertaking and scheme for making the net worth positive of the Companyhas been submitted to the Hon'ble BIFR for its approval. The Hon'ble BIFR has approved thescheme accordingly Spinning Unit at Khari-Ka-Lamba has been demerged from SSIL and mergedinto M/s Suzuki Textile Ltd.,(STL) and assets and liabilities as per the schemetransferred to STL in the accounting the year 2009-2010. After making the adjustment &provisions of the scheme the net worth become the positive. The re-listing of the sharesare in the process. The implementation of the scheme is under process.

9. OBSERVATION IN AUDITORS REPORT :-

The qualifications & observations by auditors have been explained in notes onaccounts. After demerger /revival suitable steps will be taken to complete with theobservation of auditors.

10. PERSONNEL / INDUSTRIAL RELATION :-

During the year under review, employees were not retained in view of closure of unit ofthe Company.

There was no employee drawing remuneration in excess of limit prescribed under section217 (2A) of the companies Act, 1956 read with the companies ( particulars of employees)Amendment Rules, 1999.

11 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO.

As required by the Companies (Disclosure of particulars in the report of Board ofDirectors) Rules. 1988, the relevant data pertaining to energy conservation, technologyabsorption and foreign exchange earnings and outgo are given in Annexure I forming part ofthis report.

12 REPORT ON CORPORATE GOVERNANCE .

Pursuant to clause 49 & 51 of the Listing Agreement entered into with the StockExchange, the information's pertaining to Report on Corporate Governance are given inAnnexure II forming part of this report.

13. DEMATERIALISATION OF SECURITIES OF THE COMPANY.

M/s Bigshare Services Pvt. Ltd., Mumbai is working as Registrar for electronicconnectivity with both the Depositories and 42.31% equity shares of the Company havealready been dematerialized till 31st March, 2012 through National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).

14. ACKNOWLEDGEMENT.

Your Directors take this opportunity to express their sincere thanks for the continuedfinancial support and valuable guidance and assistance provided by the various departmentsof Central and State Governments, Financial Institutions, Bankers and businessconstituents during the year under review.

For and on behalf of the Board

Place : Jaipur

B. S. Sacheti

Date : 30at May. 2012 Chairman-cum-Managing Director

ANNEXURE-I TO THE DIRECTOR'S REPORT

Particulars as required under Companies (Disclosure of particulars in the report ofBoard Directors) Rules, 1988 and forming part of Director's Report for the year ended 31stMarch, 2012.

A. Conservation of Energy :
a) Energy conservation — Nil —
Measures taken.
b) Additional measures taken — Nil —
c) Power & fuel consumption Form "A" appended.
B. Technology Absorption. — Nil —
C. Foregin Exchange earning and outgo
a) Total Foregin Exchange earned — Nil —
b) Total Foregin Exchange used — Nil —

FORM "A"

Form for disclosure of particulars with respect to conservation of energy -

This year 2011-12 Previous year 2010-11
A. Power & Fuel Consumption]
1 Electricity - -
A. Own Generation-
i. Through Diesel Generator ( Units) - -
Units per Ltr. of Diesel Oil / L.D.O. - -
Diesel Oil /L.D.O. Cost Rs. - -
Rate / Unit in Rs. - -
ii. Through F.O. Generator ( Units ) - -
Units per Ltr. Of F.O. - -
F.O.Cost Rs. - -
Rate / Unit in Rs. - -
2 Cost ( Process Steam)
Quality - "B" Grade
Quantity (Tonnes)
Total Cost Rs.
Average rate / tonne ( Rs.) - -
B. Consumption Per Unit of Production
Electricity in Kg of yarn ( Units) - -
Coal per Kg. of yarn ( Kgs.) - -