To the Members,
The Directors hereby present FORTY FIFTH Annual Report together with the
Audited Financial Statements of your Company for the year ended on 31st
The current accounting year is for a period of 12 months against Previous
Year of 9 months and the results should be viewed accordingly. The Company
presently inspite of constraints on account of working capital, has
achieved a sales turnover of around 34 crores during the year under review
compared to Rs.21 crore for the previous accounting period.
The Gross Loss on annualised basis has decreased from Rs. 93.28 Lacs to Rs.
59.35 Lacs. The Net Loss is higher on account of certain prior year
Adjustments and Abnormal non-recurring items.
Plans for Restructuring of Business
The Company has been declared as Sick Industrial undertaking by Board for
Industrial and Financial Reconstruction (BIFR) and ICICI Ltd., have been
appointed as Operating Agency. The Company is in process of submission of
detailed restructuring proposal for its revival.
The Company has not accepted/renewed any Fixed Deposits during the year
under review. However a sum of Rs.48,000/- remains unclaimed.
Fixed Assets and Inventories of the Company are adequately insured.
Safety & Environment:
Your Company has improved the safety measures and upgraded the effluent
treatment facilities and constantly strives to protect and preserve the
In accordance with the provisions of the Companies Act 1956 and the
Companies Articles of Association, Shri M.N.Kargatia and Shri. M.K.Deliwala
retire by rotation at the forthcoming Annual General Meeting, but being
eligible have offered themselves for re-appointment.
The statement giving the required particulars under Section 21 7(2A) of the
Companies Act 1956 read with the Companies (Particulars of Employees)
Rules, 1975 and forming part of the Directors report for the year is as
Conservation of energy, technology absorption and foreign exchange
The information required under Section 217 I(e) of the Companies Act 1956
read with the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules 1988 with respect to these matters is appended
hereto and forms part of this Report.
Comments on the observations made by Auditor's in their Report Item No in
1. (a) Doubtful debts amounting to Rs. 62,58,5X6/- have not been provided
as company has initiated legal proceedings against the said debtors.
Provision/adjustments in respect of the sale will be made on the matter
being finally disposed off by the courts.
(b) The company has maintained the records of fixed assets right from
inception however in view of the hazardous manufacturing process and
multiple use of major plant/ equipment for different product mix makes it
difficult to maintain upto date itemwise particulars of fixed assets.
Attempts are being made to keep detailed account of numerous items of fixed
(c) Confirmation of balances letters were sent to Creditors and other
parties under Loans and Advance and Current Liabilities as also the parties
from whom assets have been acquired. under lease or on rental basis, and
stock with third parties after the accounts are finalised.
3. The remarks made by the Auditors in their report regarding fully
convertible Debentures allotment monies are self explanatory.
The members are requested to appoint Auditors and fix their remuneration.
The Company has received a certificate pursuant to the provision of Section
224(1) of the Companies Act 1956 regarding the eligibility for the
appointment from M/s. M.P.Chitale & Co. Chartered Accountants, the present
Auditors of the Company.
The Directors wish to take this opportunity to place on record the valuable
services rendered by all the employees of the Company. The Directors also
express their sincere thanks to the Shareholders for their confidence in
For and on behalf of the Board of Directors
PRAKASH H. KHATIWALA
CHAIRMAN & MANAGING DIRECTOR
ANNEXURE TO DIRECTORS ' REPORT
PARTICULARS PURSUANT TO SECTION 217 (i) (e) OF THE COMPANIES ACT, 1956 READ
WITH COMPANIES (DISCLOSURE FOR PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS' REPORT
FORM - A
CONSUMPTION PER UNIT OF PRODUCTION
The Company manufactures a large variety of products before reaching the
finishing stage pass through various operations in the different plants. It
is, therefore, not feasible to furnish the information in respect of
consumption per unit of production.
Form of disclosure of particulars with respect to Technology Absorption.
Research & Development
1. Specific areas in which R & D activities are being carried out by the
In view of the globalisation of trade, new challenges coupled with new
opportunities are being created continuously. The Company continues to make
inroad in development of in-house technology which have contributed to the
Company's growth and performance over the years.
2. Benefits derived as a result of the above R&D:
As a result of R&D efforts, there has been an improvement in quality of
various products of the Company, to meet specialised market requisments
3. Future plan of Action:
The Company has diversified the existing lines of production for getting
more benefits of export markets and also proposes to introduce new value
4. Expenditure on R & D: Rs. Rs.
a) Capital 37397 2317
b) Recurring 581857 393347
c) Total 619254 395664
d) Percentage of turnover 0.19% 0.18%
Technology absorption, adaptation and innovation
1. Efforts, in brief, made towards The Company has not purchased or
technology absorption,adaptation got any technology from abroad
and innovation. during the year. However the
company is in the process of
further improving its quality
control methods and testing
2. Benefits derived as a result of R & D Department is engaged in
the above efforts e.g. product cost quality Control process improvement
reduction, product development technology up gradation development
import substitution of new range of pesticides &
intermediates, evaluation alternate
raw material and minimizing
effluent load/recycling of waste
3. In case of imported technology
(imported during the last 5 years
reckoned from the begining of the
financial year), following
information may be furnished.
a) Technology imported N. A.
b) Year of import
c) Has technology been fully
d) If not fully absorbed, areas
where this has not taken place,
reasons therefore and future plans
Disclosure of particulars with
Foreign Exchange Earnings and Outgo
1. Total Foreign Exchange Earned
(Rs. in lakhs) 286.68 619.45
2. Total Foreign Exchange Used
(Rs. in lakhs) 2.06 22.44
For and on behalf of the Board of Directors.
PRAKASH H. KHATIWALA
CHAIRMAN & MANAGING DIRECTOR
Place : Mumbai
Date : February 23rd, 1999