REPORT OF THE DIRECTORSYour Directors present the 87th Annual Report of the Company together with the auditedaccounts for the financial year ended 31st March 2014.
SUMMARIZED FINANCIAL RESULTS
| | Rs. in Lacs |
| 2013-14 | 2012-13 |
| Sales & other Income | 0.63 | 13.85 |
| Profit / (Loss) before Depreciation Interest & Tax | (212.09) | (203.33) |
| Financial Charges | 5.54 | 380.38 |
| Depreciation | 146.39 | 146.39 |
| Profit/(Loss) before Exceptional Items | (364.02) | (730.10) |
| Exceptional Item | – | (262.59) |
| Prior Period Adjustment | (0.22) | 106.85 |
| Profit / (Loss) before Tax | (364.22) | (885.84) |
| Profit / (Loss) after Tax | (364.22) | (885.84) |
OPERATIONS
Manufacturing operations at Sahaganj Plant in West Bengal and at Ambattur Plant inChennai continues to be suspended during the current year despite sincere efforts torestart the operations.
DIVIDEND
In view of suspension of operations and loss during the year your Directors are unableto consider any Dividend for the year.
PUBLIC DEPOSIT
Fixed Deposits matured up to September 2000 but not repaid as on 31st March 2014stand at Rs. 79956000/-.
DIRECTORS
Shri Dipak Das and Smt Baishali Roy were appointed as Independent Directors of theCompany w.e.f. 2nd May 2014 and 29th May 2014 respectively by the Board. Both theDirectors shall hold Office upto the date of the ensuing Annual General Meeting of theCompany.
In accordance with Article 103 of the Articles of Association of your Company ShriSubbaratnam Ravi will retire from the Board by rotation at the 87th Annual General Meetingand being eligible offers himself for re-appointment.
AUDITORS
M/s. Gora & Co. Chartered Accountants Kolkata Auditors of your Company holdoffice till the conclusion of 87th Annual General Meeting and being eligible offerthemselves for re-appointment. The Company has received a letter from them to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3)(g) of the Companies Act 2013.
COST AUDIT
Since there was no manufacturing operations in Sahaganj Plant in West Bengal andAmbattur Plant in Chennai and the operations suspended in both the plants w.e.f. 8thOctober 2011 and 21st February 2012 respectively. Thus there is no requirement forfiling of Cost Audit Report consequent to exemption obtained from Central Government.
CURRENT LEGAL STATUS
The Hon’ble Supreme Court of India upon hearing on 12th June 2013 against specialleave petition moved by the Company passed an order of stay against the order dated 2ndMay 2013 of the Division Bench of Hon’ble High Court of Calcutta directing winding upof the Company.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956
The Statement pursuant to Section 217(1)(e) of the Companies Act 1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 hasnot been attached in view of the suspension of operations.
The Company has no employee in the category specified under Section 217(2A) of theCompanies Act 1956 read with the Companies (Particulars of Employees) Rules 1975.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 yourBoard of Directors hereby confirms:
i) That in the preparation of the Accounts for the Financial Year ended 31st March2014 the applicable Accounting Standards have been followed and proper explanations havebeen provided for material departures wherever applicable;
ii) That the Board of Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for the year under review;
iii) That the Board of Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and
iv) That the Accounts for the Financial Year ended 31st March 2014 have been preparedon a "going concern" basis.
CORPORATE GOVERNANCE
In accordance with the Provisions under Clause 49 of the Listing Agreement with theStock Exchange a separate Report on Corporate Governance along with the Auditors’Certificate on its compliance and Management Discussion and Analysis Report are annexed tothis Report.
PERSONNEL
As briefed in the previous paras that the manufacturing operations in Sahaganj Plant inWest Bengal and Ambattur Plant in Chennai suspended by the Management w.e.f. 8th October2011 and 21st February 2012 respectively. However the Management of the Company is indialogue with unions and Government to arrive at an amicable settlement as well as for theearliest restart of the operations at both Plants.
SUBSIDIARY COMPANIES
As required under Section 212 of the Companies Act 1956 the Reports and Accounts ofthe Subsidiaries of your Company M/s. Ebony Commercials Private Limited M/s Dunlop EastLimited and M/s Dunlop South Limited are attached.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation and gratitude to the Governments ofWest Bengal and Tamil Nadu its Bankers and Employees and above all its Shareholders forproviding continued support from time to time for the revival of Your Company.
| For and on behalf of the Board | |
| Place : Kolkata | A. K. Agarwal | Dipak Das |
| Date : 29th May 2014 | Director | Director |
