Your Directors submit the 53rd Annual Report of the Company along with the AuditedStatement of Accounts for the period ended 31st March 2014 pursuant to the Annual GeneralMeeting which now stands adjourned to March 2017.
1. FINANCIAL RESULTS :
| ||2013-2014 ||2011-2012 |
| ||(18 months) ||(15 months) |
|Gross Profit/(Loss) before interest & depreciation || || |
|Interest || || |
|Depreciation || || |
|Operating Profit / (Loss) || || |
|Profit / (Loss) before tax || || |
|Excess Provision of earlier years ||10644517 || |
|Provision for Fringe benefit tax || || |
|Provision for wealth-tax || ||300000 |
|Deferred Tax Adjustment || ||95886653 |
|Provision for taxation || || |
|Profit / (Loss) after tax ||(923118650) ||(1896781562) |
|Balance of Profit brought forward from previous year ||(2149251196) ||(252469634) |
|Balance carried to Balance Sheet ||(3072369846) ||(2149251196) |
Your Directors do not recommend any dividend for the year under review due to the losssuffered by the Company.
The Turnover of the company during the financial year ending 31st March 2014 was Rs.Nil crores compared with Rs. 214.74 crores during the previous year. This fall in turnover was due to the company facing severe financial crises and suspension of itsoperations partially in mid 2012 and further all operations w.e.f. 31st Dec 2012. Duringthe year the company approached the concerned authorities for Corporate Debt Restructuring(CDR cell) for Restructuring of its debts. We made serious efforts to comply with thestrict norms and conditions of Corporate Debt Restructuring (CDR) which was granted to itin May 2012. However inspite of making serious efforts to comply with the strict norms andconditions of Corporate Debt Restructuring (CDR) it could not be put into effect therebylosing precious time in restarting operations. This had the effect of making theoperations permanently unviable. The substantial fall in revenues added to that the burdenof bearing the fixed costs. The company drifted into a irreversible path. Prime customerswere lost and the company became overburdened with debt interest fixed costs whichcould not be met thru operations. As a consequence the company lost its key personnel andhad an effect of mass exodus of employees.
4. SALE OF LAND PLANT& MACHINERY ETC.
Members have approved the sale of land together with structures thereon Plant &Machinery in accordance with Section 293(1)(a) of the Companies Act 1956 by way of PostalBallot in the month of June/July 2013. Efforts have been made to put the resolution ofshareholders into effect and consequently the company signed a MOU with purchaser based inChennai. Your Directors expect to complete the transaction soon.
5. EXPLANATION & COMMENTS ON AUDITORS REPORT:
Management perception and Explanations/ clarifications to Auditor's Opinion in theAuditor's Report dated 19th January 2017 considered by the Board of Directors is givenbelow: a) The company is continuing with the assessment of alternate plans and all effortsare be made to achieve the same. b) Effective and necessary steps are being taken.
The company expects to recover the moneys from M/s. Golden Star Promoter Pvt. Ltd.(GSPL) in a reasonable period of time. The company is confident of realising the moniesfrom GSPL. c) Based on the certificate of bankers liability has been recorded in the booksof accounts of the company. The impact of the Loss to the company will be computed at thetime of final settlement with the bankers. In the Consortium of 9 bankers 2 banks arecharging interest where as others are not charging interest. d) The status of bankbalances in current and deposit account is has been stated. The note is self explanatoryand does not call for further explanation e) As a Conservative accounting practice thelesser amount payable to Daewoo has been shown. The matter is being heard in the HonorableBombay High Court and it is expected that hearings here after will take place. f) The noteis self explanatory and does not call for further explanation g) All efforts have beenmade to obtain confirmation from sundry debtors and creditors h) The company has alreadytaken all efforts to meet export obligations. i) Employees of the company in large numbersleft the organisation at the end of calendar year 2012. The company had no funds to payfor operating expenses and hence no electricity to run its computers and Systems.
This prevented the company from updating its records and data. The company made bestefforts whatever necessary to maintain statutory records. There were also litigations withconcerned government departments and made best efforts to update and collate data andinformation.
6. SUBSIDIARY OF THE COMPANY
The company does not have any Subsidiary.
7. FIXED DEPOSITS AND LOANS
As on 31st March 2014 the Company had an aggregate sum of 185.69 Lakhs as fixeddeposits from Public / Shareholders. The total number of depositors who have not claimed /renewed their deposits on maturity was 112 and the amount that remained unclaimed / notrenewed as on 31st March 2016 was Rs. 27.98 Lakhs The Company has not accepted any freshdeposits nor renewed any deposits during the period under review. The Company hasapproached the Hon'ble Company Law Board (CLB) (now name changed to National Company LawTribunal (NCLT) suo moto for certain reliefs in the repayment of the Fixed Deposits of thecompany and is awaiting reliefs/extended time for repayment of Fixed Deposits amounting toRs. 1.86 Crs.
The Company's plant & Machineries stores inventories have been disposed off &since the company does not carry on any operations no insurance have been provided for.
9. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The Company does not carry any operation the relevant information is not called for.
Mr. M Sarvanan nominee of IDBI. IDBI has withdrawn his nomination from the Board of theCompany with effect from 10-03-2014. Mr. K. Ramasubramanian resigned from the Board in 4thDecember 2014. The Board places on record their services made by them during their tenureas Directors.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirements under section 217(2A) of the Companies Act 1956 ("theAct") with respect to directors' responsibility statement it is hereby confirmedthat:-
1. In preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departure.
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 31st Dec 2012 and of the loss ofthe Company for the period 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 Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going-concern' basis.
Members will recall that the earlier Statutory Auditors M/s. N. M. Raiji & Co.Chartered Accountants had resigned and in their place M/s. LLB & Co CharteredAccountant had been appointed as Statutory Auditors at the recently concluded the ExtraOrdinary General Meeting held on 8th December 2016. The terms of appointmentof M/s. LLB & Co Chartered Accountant Statutory Auditor comes to an end atthis\annual General Meeting. The reappointment is now sought from the conclusion of thismeeting till the next Annual General Meeting to conduct Audit for the next financial year.
13. COST AUDITOR:
As the company does not have operations the requirement of maintaining of Cost Accountsdoes not arise.
14. REAPPOINTMENT OF MR. S. B. GHIA AND
MR. M. D. DALAL
Mr. S. B. Ghia and Mr. M.D. Dalal have been appointed as the Managing Director &Joint Managing Director respectively.
15. CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Bombay Stock ExchangeLimited Corporate Governance and Management Discussion and Analysis Report annexed tothis report form part of this Annual Report.
16. INDUSTRIAL RELATIONS:
A settlement is being arrived at with workmen at Chennai. The Directors wish to placeon record their appreciation for the co-operation extended by the Ex. Workmen
17. COMPLIANCE CERTIFICATE:
A Certificate from the Practising Company Secretary of the Company regarding complianceof conditions of corporate governance as stipulated under Clause 49 of the ListingAgreement is attached to this report.
In terms of the provisions of Section 217(2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 as amended none of the Company'semployees was in receipt of remuneration aggregating to Rs. 6000000/- or more per annumor Rs. 500000/- or more per month during the period under review.
The Board of directors wishes to place on record its gratitude for the continuedsupport from Government authorities Banks members etc.
| ||By Order of the Board |
| ||S. B. GHIA |
| ||Chairman & Managing Director |
|Registered Office: || |
|Paragon Condominium 3rd Floor || |
|Pandurang Budhkar Marg Mumbai-400 013. || |
|Place: Mumbai || |
|Dated: 19th January 2017 || |