ABEE INFO-CONSUMABLES LIMITED.
Your Directors hereby present the 20th Annual Report together with the Audited Accountsof your company for the year ended March 31, 2012.
1. FINANCIAL RESULTS:
The summarized financial results for the year ended 31st March, 2012 are as under:
|PARTICULARS ||FOR THE YEAR ENDED 31.03.2012 ||FOR THE YEAR ENDED 31.03.2011 |
|Income ||1,37,47,083 ||1,01,14,047 |
|Less : Expenditure ||1,45,02,778 ||1,65,70,772 |
|Net Profite / (Loss) before Tax ||(755,696) ||(6,456,025) |
|Less : Provision for Tax ||0.00 ||0.00 |
|Less : Deferred Income Tax ||(21,877) ||(1,77,416) |
|Profit / (Loss) after Tax before extraordinary items ||(733,819) ||(6,278,609) |
|Less: Extraordinary items ||NIL ||NIL |
|Loss after extraordinary items ||(733,819) ||(6,278,609) |
|Add: Opening balance of General Reserves ||(73,231,166) ||(66,952,557) |
|Balance Carried over to Balance Sheet ||(73,964,985) ||(73,231,166) |
|Earnings per Share ||(0.07) ||(0.63) |
2. ANNUAL PERFORMANCE & FUTURE PROSPECTS:
During the period under review, the company has incurred losses of Rs. 733,819/- TheCompany has relatively strived to reduce the losses this year as compared to the earlieryear's losses which were Rs. 6,278,609/-. The company's turnover has basically reduced dueto the change in printing technology and reduction in the usage of Dot Matrix Printers andheavy competition from the unorganized sectors.
Your Directors are continuously looking for avenues for future growth and developmentof the Company.
In absence of Profits, Your Directors do not recommend any dividend for the year ended31st March, 2012.
4. BOARD OF DIRECTORS:
During the period under review, the following changes in the composition of the Boardof Directors took place;
a. Maj. Gen. Prabhakar Deshpande were regularized as the Independent Directors of thecompany w.e.f 30th September, 2011.
b. Mr. Shamsunder Bhandari and Mr. Purushottam Kabra, who were liable to retire byrotation at the Annual General Meeting held on 30th September, 2011 were reappointed asthe Directors of the company.
In accordance with the provisions of the Companies Act, 1956, Mrs. Priya somani andMrs. Radhika Joglekar, Directors of the company retire by rotation at the ensuing AnnualGeneral Meeting. The Company has received consent letters from the said Directors offeringthemselves for reappointment as the Directors of the company.
5. COMMITTEES OFTHE BOARD OF DIRECTORS:
In pursuance to complying with the Listing Agreement, your Company has variousCommittees.
The Details of the Committee are as follows;
|Name Of The Committee || || |
Current Constitution Of The Committee
|Audit Committee ||1 ||Mr. Purushottam Kabra ||Independent Director |
| ||2 ||Maj. Gen. Prabhakar Deshpande ||Independent Director |
| ||3 ||Mrs. Radhika Joglekar ||Executive Director |
|Shareholders Grievance ||1 ||Mr. Purushottam Kabra ||Independent Director |
|Committee ||2 ||Mrs. Radhika Joglekar ||Executive Director |
| ||3 ||Mrs. Priya B. Somani ||Executive Director |
|Remuneration ||1 ||Mr. Shamsunder Bhandari ||Independent Director |
|Committee ||2 ||Maj. Gen. Prabhakar Deshpande ||Independent Director |
| ||3 ||Mr. Purushottam Kabra ||Independent Director |
| ||4 ||Mr. Badrinarayan B. Somani ||Chairman & Managing Director |
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of theCompany hereby confirms that;
i. in preparation of the Annual Accounts, the applicable accounting standards have beenfollowed;
ii. the Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates 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 and ofthe loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the Annual Accounts on a going concern basis.
In conformity with the provisions of Clause 32 of the Listing Agreement, the cash flowstatement for the year ended 31st March, 2012 is annexed hereto.
M/s. Pawar & Associates, Chartered Accountants, Pune retire as the StatutoryAuditors of the company at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. As required under the provisions of Section 224(1B) of theCompanies Act, 1956, the company has obtained a written certificate from them to theeffect that their reappointment, if made, would be in conformity with the limits specifiedin the said section.
9. AUDITORS REPORT:
The comments of the Directors to the Remarks made by the Auditors in the AuditorsReport have been given in Annexure 1 which forms a part of this Report.
10. PUBLIC DEPOSITS:
During the period under review, the company has not accepted any Deposits fallingwithin the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits ) Rules, 1975. The company has not any unpaid / unclaimeddeposit(s) as on March 31,2012.
11. PARTICULARSOF EMPLOYEES UNDERSECTION 217(2A) OFTHE COMPANIES ACT, 1956:
The company does not have any employee in the company drawing remuneration in excess ofthe prescribed limits as given under the provisions of the Companies Act, 1956. Thus noparticulars are required to be given as per Section 217(2A) of the Companies Act, 1956read with the Companies (Particulars of Employees) Rules, 1975, as amended.
12. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The Details pertaining to the Conservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo have been given in Annexure 2 which forms a part of thisReport.
13. CORPORATE GOVERNANCE AND REPORT THEREON:
The Company is committed to maintain the sustainable business growth through standardsof Corporate Governance. The Directors adhere to the requirements set out by theSecurities and Exchange Board of India's Corporate Governance practices. The ManagingDirector of the company has certified that the matters stated in the Financial Statementare fair and true. The Report on Corporate Governance and the Management Discussion andAnalysis Report as on 31st March, 2012 as stipulated 1 under Clause 49 of theListing Agreement forms part of this Report.
The requisite Certificate has been obtained from the Statutory Auditors of the Companyconfirming compliance with the conditions of Corporate Governance as stipulated under theClause 49 of Listing Agreement forms a part of this Annual Report.
14. GREEN INITIATIVE:
Asa good Corporate Governance and Environment friendly method, your company has decidedto initiate the procedure for issuing Reports/ Notices and servicing of other documents toits Members, Directors, Auditors and all the persons entitled to receive the same throughelectronic mode. For the same purpose the company has also issued letters to all theShareholders of the company for communicating us their email Id. The Management requestsall the shareholders to provide their email Id's to the company, So that the company canlook forward to the GREEN INITIATIVE. We are sure that you would appreciate the"Green Initiative" taken by MCA (Ministry of Corporate Affairs and yourcompany's desire to participate in such initiative.
15. SUSPENSION OF TRADING ACTIVITY IN BOMBAY STOCK EXCHANGE:
As per our earlier communication to all the Shareholders of the company, Bombay StockExchange has suspended the trading of Shares of the company since 01.01.2008. We wouldlike to inform you that the company has taken all necessary steps to comply with therequisite provisions of the Companies Act, 1956 as well as the Listing Agreement. TheCompany has been continuously replying to all the queries of the Stock Exchange andgetting positive replies from them. The Company is taking continuous efforts and isattempting to revoke the suspension at the earliest and the Directors are hopeful to getthe company re-listed in the near future.
The Directors whole-heartedly regret the inconvenience caused to the members andInvestors of the company. But the reasons for the same are beyond the control of themanagement.
16. INVESTORS'RELATION AND GRIEVANCES:
Investors' relations have been cordial during the year. As a part of compliance, theCompany also has Shareholders' Grievance Committee to deal with the issues relating toinvestors grievances and redressal. There are no pending investors' grievances as on 31stMarch, 2012. A confirmation to this effect has been received from the Company's Registrarand Share Transfer Agent.
Your Directors place on record their gratitude and appreciation for the continuedsupport extended during the year by the company's clients, business associates, bankersand government authorities. Your Directors also place on record their appreciation of thededication and contributions made by employees at all levels including the workmen, whothrough their commitment, hard work and support have steered the company.
BY ORDER OF THE BOARD
FOR ABEE INFO- CONSUMABLES LIMITED,
CHAIRMAN & MANAGING DIRECTOR
The following are the Director's comments on the Remarks/Qualifications of the Auditorsin the Auditors Report:
1. Point No. 4 (iv) of the Auditor's Report:
In our opinion, subject to the accounting policies and notes to and forming part of theFinal Accounts, the Balance Sheet and Profit and Loss Account comply with the AccountingStandards referred to in sub section (3C) of section 211 of the Companies Act, 1956,except AS-15 "Employee Benefits" and AS-26 "Intangible Assets"
Retirement benefits in the form of Gratuity, Post retirement medical benefit and Death& disability benefit are considered as defined benefit obligations and are notprovided for.
point (O) of note 2 forming part of accounts:
Preliminary Expenses are amortized in equal installment over a period of ten years.Authorized capital expenditure consisting of advertisement expenses is written off over aperiod of ten years in equal annual installment. However such amortization over the periodof 10 years is not in conformity of provisions of Accounting standerd-26 "IntangibleAsset" as issued by the ICAI. Such expenditure is to be charged to profit and lossaccount as per the said accounting standard.
As regards the Employee Benefits; the Board of Directors of the company would like tomention here that the Company has paid gratuity payment to the eligible employees onactual basis, as per company's policy.
On the point of Intangible Assets, Board of Directors informed that the Brand amortised@ 10% every year from the financial year 2007-08. According to provisions of AS 26, itwill be amortised by the same way for next 5 years till the Brand value get nullified.
2. Point No. Hi (biJcUd) of the Annexure to the Auditor's Report:
Company has not recovered or charged any interest on loans granted and taken from suchparties listed in the register maintained under section 301 of the Companies Act.
As the agreement for repayment of principal amounts and interest for the loans taken orgranted had not been executed, we are unable to make any specific comment on whetherpayment of principal amount and interest are regular.
As the terms and conditions are not specified, we are unable to make any specificcomment on whether the overdue amount is more than one lakh or not.
The Board of Directors would like to inform that Company has not granted any fresh loanto the Directors during the year and they assure that the amounts mentioned in AuditorsReport will repay as soon as possible.
3. Point No. vii of the Annexure to the Auditor's Report:
In our opinion, the company has no an internal audit system commensurate with the sizeand nature of its business.
The Board of Directors states here that since the company is incurring continuouslosses, it is not in a sound financial situation to set up a fully fledged Internal Auditsystem. However the company's present system is commensurate to the size and nature of itsbusiness.
4. Point No. ix(a}&(b) of the Annexure to the Auditor's Report:
The Company is not regular in depositing with appropriate authorities undisputedstatutory dues including provident fund, Income Tax, Investor Protection Fund, and othermaterial statutory dues applicable to it.
According to information and explanations given to us, there are disputed amountspayables in respect of Income Tax & Excise duty, which are reported under ContingentLiabilities.
On this point, the Directors would like to state that the Company's primary business isto carry on the business of manufacturers, buyers, sellers, dealers and distributors ofcomputer ribbons, computer stationery and other computer consumables. The main activity ofthe company relates to the Dot matrix Printer. However, due to the major changes in theprinting technology and preferences, the Company's Sales has declined significantly andthus the Company was not in a sound financial position to pay the statutory dues withinthe given time limit. However, the Company is in process of making the requisite provisionfor the same and the directors of the company hereby affirm that the statutory dues willbe paid at the earliest. The Company is in process of regularizing the disputed amountpayables in respect of Income Tax.
5. Point No. x of the Annexure to the Auditor's Report:
In our opinion, the accumulated losses of the Company are more than 50 percent of itsnet worth. There are no cash losses during the current financial year.
The Directors comments here that the company has accumulated losses because theturnover of the company has reduced due to significant changes in printing technology andreduction in the usage of Dot Matrix Printers. The company is also facing heavycompetition from the unorganized sectors. Your Directors are continuously looking foravenues for future growth and development of the Company.
6. Point No. xi of the Annexure to the Auditor's Report:
According to the information and explanations given to us, the company has defaulted inrepayment of dues to a financial institution and bank. Interest provision on the loantaken from Rupee Co-operative Bank (C. C. and T. L.) and Mahesh Sahakari Bank not chargedas the accounts statement of the same was not available. Both the loans are Non PerformingAssets in the record of Banks. Charge on the fixed assets of the Company i.e. Factory andOffice building, Stock in Trade and Book debts still exists. Court cases filed by boththese banks for recovery are pending as on date of Balance Sheet.
The Board of Directors wishes to inform you that the Mahesh Sahakari Bank has taken thepossession of fixed asset, i. e. Factory premises situated at Koregaon Bhima on 12th June2012. Directors are taking efforts to repay the loan and repossess the asset as early aspossible.
All other remarks/qualifications are self-explanatory and do not call any furthercomments from the Directors.
ABEE INFO-CONSUMABLES LIMITED
ANNEXURE N0.2TO DIRECTORS REPORT
| ||CURRENT YEAR ||PREVIOUS YEAR |
| ||(RS.) ||(RS.) |
|A. POWER & FUEL CONSUMPTION || || |
|1. Electricity || || |
|A. * Purchase Units ||1536 ||1484 |
|Total Amount (Rs) ||7440.00 ||6288.00 |
|Avarage Rate/unit (Rs.) ||4.84 (per unit) ||4.24 (per unit) |
|2. Own Generation ||NIL ||NIL |
|3. Coal Utilisation ||NIL ||NIL |
|4. Furnace Oil ||NIL ||NIL |
|5. Other / Internal Generation ||NIL ||NIL |
|C. TECHNOLOGY ABSORPTION || || |
|Research & Development (R&D) ||NIL ||NIL |
|Technology Absorption, Adaptation and Innovation ||NIL' ||NIL |
|FOREIGN EXCHANGE EARNINGS AND OUTGO || || |
|(A) Total Foreign Exchange Used and Earned || || |
|(A)Earned ||NIL ||NIL |
|(B) Used ||NIL ||NIL |
| ||BY ORDER OF THE BOARD |
| ||FOR ABEE INFO-CONSUMABLES LIMITED, |
| ||SD/- |
|Date: 16.07.2012 ||BADRINARAYAN SOMANI |
|Place: Pune ||CHAIRMAN & MANAGING DIRECTOR |