Your Directors have pleasure in presenting to you 22 Annual Report on thebusiness and operations of the Company together with the audited statements of accountsfor the year ended 31st March 2013.
| || ||(Rs. In Lakhs) |
|Particulars ||Current Year 2012-13 ||Previous Year 2011-12 |
|Profit before interest, depreciation, exceptional items and tax ||125.02 ||317.12 |
|Less: || || |
|Interest ||381.90 ||343.09 |
|Depreciation ||335.68 ||334.06 |
|Profit/(Loss) for the year from ordinary activities ||(592.56) ||(360.03) |
|Add: Exceptional income ||0 ||251.90 |
|Profit/(Loss)before Tax ||(592.56) ||(108.13) |
|Less: Provision for tax ||0 ||0 |
|Profit/(Loss) for the period from continuing operation ||(592.56) ||(100.44) |
|Profit/(Loss)for the period from discontinuing operation ||(98.33) ||(100.44) |
|Tax expenses of discontinuing operation ||0 ||0 |
|Profit/(Loss) for the period from discontinuing operation ||(98.33) ||(100.44) |
|Profit/(Loss) for the period ||(690.89) ||(208.57) |
|Balance brought forward Surplus for the year ||(3731.73) ||(3523.16) |
|Balance carried to Balance Sheet ||(4422.62) ||(3731.73) |
In view of paucity of funds in the current year and due to continuing losses the Boardof Directors does not recommend any dividend for the F.Y. 2012-13.
The business environment for Company's products was better than the last year as therewas increase in the revenue of the Company. Management hope the consistents efforts maygive better results than previous years.
As a listed Company necessary measures are taken to comply with provisions of thelisting agreement entered with Bombay Stock Exchange Ltd. A report on Corporate Governancealong with a certificate of compliance from the Auditors, forms part ' of this AnnualReport. The Managing Director's declaration regarding compliance with code of conduct forBoard Members and Senior Management is attached to the Corporate Governance Report.
Board of Directors
Mr. P. Satyanarayana Raju and Mr. Narsimhan Krishnan, Directors, would retire byrotation at the ensuing Annual General Meeting of the Company and being eligible, offerthemselves for reappointment. In accordance with clause 49 of the listing agreement,particulars relating to the Directors seeking re-election/ reappointment at the ensuingAnnual General Meeting are furnished in the Corporate Governance Report.
Industrial relations during the year continued to be peaceful and there were noman-days lost due to any kind of unrest.
Directors' Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the Companies Act, 1956,the Directors declare that:
1) In the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any.
2) 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 as at 31s" March, 2013 and of theprofit or loss of the Company for the year ended on that date;
3) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
4) The Directors had prepared the annual accounts on a 'going concern' basis.
Conservation of Energy, Technology Absorption & Foreign Exchange Earnings &Outgo
The particulars as prescribed under sub-section (1) (e) of section 217of the CompaniesAct, 1956, read with the Companies (Disclosure of particulars in the report of the Boardof directors) Rules, 1988, are set out in Annexu-e I' to this report.
Eco Friendly Compliance
The Company complies with all requirements regarding management of pollutants ofmanufacturing unit. The plants do not cause any type of water, air or noise pollution. The
Company has properly and timely applied for clearances from the State pollution controlboard for its plant.
Management Discussion & Analysis and Corporate Governance
A Report on the Management Discussion & Analysis and Corporate Governance formspart of this Report. The Certificate of the Statutory Auditors confirming compliance withClause 49 of the Listing Agreement relating to Corporate Governance is also annexed as 'AnnexureII' to this report.
Particulars of employees
The relations with the employees continue to remain cordial. The Directors expresstheir appreciation for the support given and the contribution made by the employees at alllevels.
There is no employee whose particulars are required to be given under section 217(2A)(a) of the Companies Act 1956 read with the (Particulars of Employees) Rules 1975.
The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered Accountants,Mumbai would retire at the ensuing Annual General Meeting and have confirmed theireligibility and willingness to accept office, if re-appointed.
Boards Comments on Remarks of Auditors in their report
1. The Company is not a Sick Industrial Company within the meaning of Sick IndustrialCompanies Act (SICA) as the Company is not manufacturing timber or timber based productsbut fibre board from agro residues which is not found in the first schedule in SICAstrictly to which industries only SICA applies.
2. The Board Members have personally provided loans to Company and at no unfairinterest rates.
The entries are made properly in registers under Section 301 of the Companies Act,1956.
3. Due to unavoidable circumstances the statutory dues were not paid on time. Howeverthe dues are arranged to be paid shortly.
The Directors place on record their appreciation and express their gratitude for thecontinued support extended to the Company by the Shareholders, Financial Institutions& Banks, Suppliers and the Customers. We thank the Government of India, StateGovernment, Reserve Bank of India, Bombay Stock Exchange both depositaries and otherGovernment Agencies for their support, and look forward to their continued support in thefuture.
| ||By Order of the Board of Directors, For Ecoboard Industries Ltd |
|Place : Pune. ||V.S. Raiu |
|Date : 301h May, 2013 ||Chairman |
ANNEXURE I to the Directors' Report
Following are the particulars of Conservation of Energy, research and Developments,Foreign exchange earnings and outgo as per Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules, 1988.
Information required under the Companies (Disclosure of particulars in the report ofthe Board of Directors) rule 1988.
A. Conservation of Energy :
a. Energy Conservation Measures taken.
Energy conservation has been a priority area for the Company. The business strategiesof the company, as always, have continued to focus on improving energy usage efficiencies,in line with the Company's goal of sustainable growth. Better controls are planned toachieve further reduction in energy consumption.
B. a. Research & Development (R&D)
The Company has always given great importance to continued research and development.Ecoboard has also developed new technology to improve the efficiency of co-generation.While the conventional cogeneration process produces only 35 per cent of energy formburning bagasse in a boiler, Ecoboard's gasification and pyrolisation technology enables adistillery to recover over 64 per cent of the energy.
b. Technology Absorption, Adaptation and Innovation :
The Company continues to use latest technologies for improving the productivity andquality of its products. The Company is on the look out for ways and means to improvequality and productivity further by adopting new technology and constantly improving theexisting methods of manufacturing.
c. Foreign Exchange Earnings & Outgo
|Foreign Exchange Earned : ||NIL |
|Foreign Exchange used ||Rs. 5.48 Lakh |