BILATI (ORISSA) LIMITED ANNUAL REPORT 2005-2006 DIRECTOR'S REPORT Your Directors herewith submit the Audited Accounts for the year ended 31st March, 2006 along with their report as follows: FINANCIAL RESULTS (Rs. in Lacs) 2005-2006 2004-2005 Turnover during the year 12.02 12.52 Conversion Income - 1.45 Bank dues written back 131.30 123.14 Profit before Depreciation 87.83 20.22 Depreciation for the year 100.89 102.32 Miscellaneous Expenses Written Off 5.84 5.84 Profit / (Loss) for the year before Tax (18.90) (87.94) Provision for Taxation - - Fringe Benefit Tax 0.15 - Profit / (Loss) after Tax (19.05) (87.94) Prior years adjustment - - Surplus/Deficit carried forward to the Profit a Loss Account (19.05) (87.94) Your Directors regret that no substantial activity could be carried out during the year and there is loss incurred by the Company for this year and are unable to recommend any dividend. PERFORMANCE In spite of the best efforts made, the Company could not secure need based working capital and for keeping the plant in good operating conditions a marginal production of tomato paste was carried out during the year. However, the Company has produced 330 MT of Tomato paste during the current financial year. The Company has also negotiated One Time Settlements with Orissa State Cooperative Bank (OSCB) and OSCB recommended to State Govt, for approval. The Company is continuing as a Sick Industrial Company within the meaning of Section 3(1)(0) of Sick Industrial Companies (Special Provisions) Act, 1985 and the accumulated losses of the Company as on 31st March, 2006 has exceeded the net worth of the Company as defined in Section 3(ga) of Sick Industrial Companies (Special Provisions) Act, 1985. The Company has registered itself as a sick company with the Board for Industrial and Financial Reconstruction (BIFR). FUTURE PROSPECTS Your Company has prepared Revival Plan and is confident of securing need based working capital to man the unit after making arrangements by way of One Time Settlements with the present term lenders. DIRECTORATE Mr. Hawa Singh Chahar and Mr. S. Sen retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as amended are set out in Annexure 'A' which forms part of this Report. AUDITORS The Auditors M/s L. N. More & Co., Chartered Accountants, Cuttack retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. COMMENT ON AUDITORS' REPORT The Report of the Auditors read together with the Notes on Accounts is self-explanatory and needs no further clarification. PARTICULARS OF EMPLOYEES There is no employee in terms of Section 217(2A) of the Companies Act, 1956. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed (i) That in the preparation of the accounts for the year ended 31st March, 2006 the applicable accounting standards have been followed along with proper explanation relating to material departures ; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review ; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; (iv) That the Directors have prepared the accounts for the year ended 31st March, 2006 on a 'going concern' basis. COMPLIANCE OF CLAUSE 49 OF THE LISTING AGREEMENT Compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is applicable to the Company from the financial year later than 31st March, 2003. Since the Company is in the process of implementing the conditions required for compliance of the statutory requirements of Corporate Governance, the certificate from the auditors regarding compliance of conditions of Corporate Governance is not attached. ACKNOWLEDGEMENT The Directors acknowledge with gratitude the co-operation extended by the Banks, State Government, Suppliers, Customers, Shareholders and solicit their continued support. The Directors also wish to place on record the dedicated services rendered by the Executives, Staff and Workers. For and on behalf of the Board M. MOHANTY Wholetime Director Registered Office : Bilati (Orissa) Ltd. 'OSIL HOUSE' Gangadhar Meher Marg Bhubaneswar - 751 024 Dated : 20th October, 2006 Annexure - 'A' INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AS AMENDED A. CONSERVATION OF ENERGY: (a) Energy conservation measures taken The Company has installed evaporators in triple effect (4 stages) for minimising energy usage. (b) Impact of measures of (a) above for reduction of energy consumption and consequent impact on the cost of production of goods Cost of energy will be reduced with consequent increase in volume of production. (c) Total energy consumption and energy consumption per unit of production in Form A : (A) Power & Fuel Consumption 1. Electricity 2005-2006 2004-2005 Purchased Unit (KWH) NIL NIL Total Amount (Rs.) NIL NIL Rate/Unit (Rs.) NIL NIL 2. Furnace Oil / Diesel Quantity in (K.Ltrs.) 9,846 40 Total Amount (Rs.) 3,01,018 7,71,218 Average Rate (Rs. Per K.Ltr.) 30,573 19,280 (B) Consumption per Unit of Production 1. Products Tomato Paste (MT) 37,546 40,698 Totapuri Mango Pulp / Concentrate (MT) 2. Electricity (KWH) Tomato Paste NIL NIL Totapuri Mango Pulp / Concentrate NIL NIL 3. Furnace Oil (K. Ltrs.) Tomato Paste 1/2 KI 1 KI Totapuri Mango Pulp / Concentrate Others Not Applicable Not Applicable B. TECHNOLOGY ABSORPTION: Efforts made in Technology absorption in Form B : (A) Research & Development 1. Trials / Testing of Indian and imported varieties of tomato and papaya seeds, resulting it substantial increase in production per acre. 2. Integrated pest management and virus production for biological control of paste to reduce cost of cultivation of farmer.. 2005-2006 2004-2005 Rs. In Lacs Rs. in Lacs 3. Expenditure on R & D NIL NIL (B) Technology Absorption, Adaptation & Innovation 1. In house filling system designed and produced for can filling. C. FOREIGN EXCHANGE EARNINGS & OUTGO: 2005-2006 2004-2005 Rs.in Lacs Rs. in Lacs Foreign Exchange Earnings (C & F for goods) NIL NIL Foreign Exchange outgo NIL NIL