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Volga Air Technics Ltd.

BSE: 531350 Sector: Engineering
NSE: N.A. ISIN Code: INE719B01015
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Volga Air Technics Ltd. (VOLGAAIRTECH) - Director Report

Company director report

DIRECTORS

To

The Shareholders

Your Directors present their Twenty First Annual Report along with the auditedfinancial statement for the year ended 31st March 2014.

FINANCIAL RESULTS:

The financial results of the Company for the year ended 31st March 2014 areas under:

(Rs. in lacs)
Particulars 2013-2014 2012-2013
Sales & Other Income 00.35 05.67
Increase/(Decrease) in inventories 00.00 00.00
Total Expenditure 06.67 06.38 j
- Interest/Financial Expenses 00.12 00.00
- Depreciation 00.00 00.00
Net Profit/(Loss) (06.32) (00.71)
Adjustment of prior period items 00.00 00.00
Net Profit/(Loss) for the year (06.32) (00.71)

PARTICULARS OF EMPLOYEES:

No employee of the Company has drawn total remuneration exceeding the limits prescribedu/s 217 (2A) of the Companies Act 1956 read with Companies particulars of Employees)Rules 1975.

INSURANCE:

All the assets of the Company to the extent required have been adequately insured.

DEPOSITS:

As on March 31 2014 the Company has no unpaid deposits. During the year the Companyhas not taken or accepted any deposit from public.

STOCK EXCHANGE LISTING STATUS:

The Equity Shares of the Company have been listed on Ahmedabad and Bombay StockExchange since 1996. The Bombay Stock Exchange Limited (BSE) suspended the shares fromtrading in 1999. The Company after clearing outstanding listing fees applied forrevocation of the suspension which is pending for approval. Upon sanction of the schemeby BIFR the suspension of trading of Shares of the Company is likely to be revoked.

The Company applied for delisting of Equity Shares of the Company from the AhmedabadStock Exchange Limited (ASE) to curtail its recurring cost. ASE demanded outstandingListing fees as on 7th May 2013 was Rs. 334137/-.

The Listing Fees of Bombay Stock Exchange for period upto F.Y.2010-11 has been paid bythe Company and of ASE is unpaid.

AUDITORS:

M/s. S. N. Mehta Chartered Accountants who are the statutory auditors of the Companyhold office till the conclusion of the forthcoming AGM and are eligible forre-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 andthe Rules framed there under it is required to change the Auditors of the Company withina period of three years in case the existing Auditors firm is appointed for a period ofmore than 5 years.

It is therefore proposed to appoint M/s. S.N. Mehta Chartered Accountants as statutoryauditors of the Company for the financial year 2014-15 subject to ratification of theirappointment at ensuing AGM.

The Company has received letters from M/s S.N. Mehta Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified from beingappointed as Statutory Auditors of the Company.

COMMENT ON AUDITORS' REPORT:

As the Company has been Sick and its account has been non performing asset with Bank'sand financial institutions. Since rehabilitation scheme is under consideration for onetime settlement with Secured Creditors interest has not been provided during the yearunder review as has been done since July 2000 onwards.

DIRECTORS:

Mr. Mahendra Bhalavat retires by rotation and being eligible offer himself forreappointment.

In terms of Sections 149 152 Schedule IV and other applicable provisions if any ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 the Independent Directors can hold office for a term of upto five (5)consecutive years on the Board of Directors of your Company and are not liable to retireby rotation.

Accordingly it is proposed to appoint Mr. Atul J. Shah and Mrs. Swetaben R. Shah asIndependent Directors of your Company up to 5 (five) consecutive years from the date ofthis Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act 1956 your Directors state asunder; subject to Notes to the Accounts at Schedule 13 annexed thereto:

1. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with theStatutory Auditors and applied consistently to facilitate true and fair view of the stateof affairs of the Company and of the Profit/ Loss of the Company for the year underreview;

3. sufficient and proper care has been taken to maintain adequate accounting records ofthe Company for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; and the annual accounts have been prepared on a goingconcern' basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges Compliancereport on the Corporate Governance along with Auditors' Certificate is annexed as part ofthe Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the customers investorsbusiness associates Government authorities Banks Financial Institutions and IDBIparticularly as Operating Agency for their continued support and solicit their guidanceand similar co-operation in future. Your Directors would also wish to express theirgratitude for the efforts made by all in the struggle for survival of the Company.

On behalf of the Board of Directors

M.S. Bhalavat

Chairman and Managing Director

Place : Ahmedabad

Date : 30/05/2014

ANNEXURE I:

Information Pursuant to Section 217 (1) (e) of the Companies Act 1956.

(A) CONSERVATION OF ENERGY :

a) Energy Conservation measures taken : N.A.

b) Additional investments & proposals for reduction of consumption of energy:

c) Impact of measures of (a) and (b) above for reduction of energy consumption andConsequent impact on the cost of production of goods :

Not applicable.

d) Total energy consumption and energy consumption per Unit of Production: As perForm-A Annexed.

B) TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:

e) As per Form-B Annexed.

C) FOREIGN EXCHANGE EARNIGS AND OUTGO : NIL

On behalf of the Board of Directors

M.S. Bhalavat

Chairman and Managing Director

Place : Ahmedabad

Date : 30/05/2014.

FORM A

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

2013-14 2012-13
A. Power and Fuel consumption**
1. Electricity : *
(a) Purchased
Units : * *
Total amount (Rs.) * *
Rate/Unit (Rs.) : * *
(b) Own generation
(i) Through diesel generator
Units : NIL NIL
Unit per-ltr. of diesel oil : NIL NIL
Cost/Unit (Rs.) : NIL NIL
(ii) Through steam turbine/generator: Nil Nil
2. Coal (specify quality and where used) : Nil Nil
3. Furnace oil : Nil Nil
4. Others : Nil Nil
B. Consumption per Unit of Production * * *
Electricity (KWH) Average * *
Furnace oil : - -
Coal - -
Others : - -

Note:* The Company discontinued its Operations totally from 22nd Nov. 2009. Henceconsumption of electricity is not mentioned. There is only minimum use of electricity forlighting purpose.

FORM B

Form for disclosure of particulars with respect to Technology Absorption

Research and Development (R & D) *
1. Specify areas in which R&D carried out by the Company. NIL
2. Benefits derived as a result of the above R&D : NIL
3. Future plan of action NIL
4. Expenditure on R & D NIL

Technology absorption adaptation and innovation: *

1. Efforts in brief made towards technology : absorption adaptation and innovation NIL
2. Benefits derived as a result of the above : efforts e.g. product improvement cost reduction product development import substitution etc. NIL

Note:* The Company discontinued its Operations totally from 22nd Nov. 2009.Hence there is no Research and Development (R & D) and Technology absorptionadaptation and innovation during the year.