GILT PACK LIMITED
ANNUAL REPORT 2002-2003
Your Directors are presenting this 18th Annual Report together with Audited
Statement of Accounts for the financial year ended 31st March,2003.
1.Financial Results and Appropriation:
(Rs in Lacs)
Particulars 2002-2003 2001-2002
Total Income 4166.76 5495.81
Before Interest 54.50 14.27
(Add)/Less Interest 214.34 250.60
Before Depreciation (159.84) (236.33)
(Add)/Less Depreciation 110.62 114.05
forward from the Prev.Yr (6284.81) (7485.42)
Add:Prior period adjustment - 1551.39
Balance carried forward to
Balance Sheet (6554.87) (6284.41)
The figures have been regrouped wherever necessary.
Review of working:
In view of withdrawal of support from State Bank of India and IDBI Bank and
in view of the cases going on in DRT filed by the SBI and the matters
continuing in BIFR and AAIFR,the normal working of the company was totally
disrupted. The main thrust of the company was to ensure that the plant
continues to work to meet the essential expenses and minimise the losses.
In view of all these difficulties the export also declined substantially
and the main supplies were only in the domestic market,where the payments
are received regularly. Besides,in view of the fact that there was no
working capital available,the company had to undertake the job work to
utilise its spare capacity. All this resulted though in lower turnover,but
increased profit before interest and depreciation. The profit before
interest and depreciation Rs 54.60 lacs as compared to Rs 14.27 lacs of the
previous year. The losses after interest and depreciation was Rs 270.46
lacs compared to previous year of Rs 350.38 lacs.
The company was able to make all the essential payments including statutory
dues of P.F.,E.S.I., and gratuity trust.
Developments of BIFR/AAIFR etc.
As reported last year the rehabilitation proposal of the company is now
pending before the BIFR since 13.06.2002. IDBI has been appointed as
Operating Agency. The Company has submitted various proposals to IDBI,which
includes rehabilitation scheme and negotiated settlement. Similar proposals
for negotiated settlements were submitted to State Bank of India and other
The Company has also started making repayments against the dues of the
various Financial Institutions.
Without any hearing BIFR passed an order dated 8.7.2003 received by the
Company sometime around 19th July, 2003, wherein they have passed the
direction for IDBI to prepare a rehabilitation scheme and simultaneously
advertise for change in management and to evaluate such offers and to
submit the report to BIFR. Your Company has taken a legal opinion and has
filed an application with AAIFR against the said order.
ISO 9001 Quality Standards:
During the year,the Company's efforts to continuously improve the quality
of its products,processes and the system were paid off when the Company
received ISO 9001:2000 recognition from certifying Agency-International
Certification Services(Asia) Pvt Ltd.
During the year under review export has decreased to Rs 597.72 lacs from
previous years Rs 2376.95 lacs in view of non-availability of adequate
working capital support from the Bankers of the company.
In view of losses suffered during the year under review and the heavy
accumlated losses, your Directors are unable to recommend any dividend for
the year ended 21 March 2003.
Mr.P.S Kalani has resigned from the office of Managing Director w.e.f
25.06.2003 due to indifferent health. During the year, Madhya Pradesh State
Industrial Development Corporation(MPSIDC) has withdrawn Mr. S.D Agrawal as
Nominee Director of the Company.
Mr.Hemant Dangi and Mr.vinod Runwal were appointed as Additional Director
w.e.f 26.02.2003 & 25.06.2003. They hold office upto the date of ensuing
Annual General Meeting according to the provisions of section 260 of the
Companies Act 1956. A notice pursuant to section 257 of the Companies act
1956. A notice pursuant to section 257 of the Companies Act,1956 has been
received from a members of the company proposing their candidature for
the office of Directors. Your Directors recommend the members to appoint
them as a Directors.
Further in accordance with the provisions of section 256 of the Companies
Act,1956. Shri C.Khusaldhas,Director shall retire by rotation and being
eligible he has offered himself for re-appointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors confirm:
1.In the preparation of annual accounts,the applicable accounting standards
read with notes to the accounts,have been followed.
2. The Directors have selected such accounting policies and have applied
them consistently and made judgements and estimates that are 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 loss of the company
for the period.
3. The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.
4.The Directors have prepared the annual accounts on Revenue Match Concept.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The operations of the Company suffered due to non availability of working
capital facility. During the year,Company's turnover decrease to Rs 4035.29
lacs from Rs 5475.05 lacs in the previous year. The profit before interest
and depreciation is Rs 54.50 lacs as compared to Rs 14.27 lacs in the
Industry Structure and Development:
The Company is engaged in the manufacturing of HDPE Woven Sacks/Tarpaulin.
Since your company is a BIFR company and has no working capital facility,no
efforts is being made to increase the market share.
Segment wise performance:
The Company is operating in one segment only;hence segment wise reporting
is not applicable.
Adequacy of Internal Control Systems:
The Company has a proper and adequate internal control system commensurate
to its size and nature,to ensure that all assets are safeguarded and
protected against loss,unauthorised use or disposition and to ensure that
all the transactions are authorized recorded and reported correctly.
Opportunity and Threats:
The Company does not see much opportunities unless the order of the BIFR
dated 8.7.2003 is set aside and a viable rehabilitation package is approved
and the financial assistance is provided to the company. There is a serious
threat that in view of the Securitisation And Reconstruction of Financial
Assets And Enforcement of Security Interests Act,2002,if the Financial
Institutions do not agree for rehabilitation of the Company,they could not
take action against the company under the above Securitasitaion Act,in
which case the Financial Institutions could not take over all the assets of
In view of the recent order of the BIFR there is also a threat for change
of management,unless the AAIFR or any other court sets aside the order of
Development in Human Resource and Industrial Relations:
The Industrial Relations remained smooth and good through the year. Inspite
of all the financial difficulties there was no industrial unrest and labour
continued to support the management in smooth working of the factory.
The outlook of the company is not good,unless and until a suitable
rehabilitation package is approved and financial institutions agree to give
financial assistance,provided the order of the BIFR dated 8.7.2003 is set
Risk and Concern:
There is a serious risk and concern that the financial institutions could
take over the assets of the company under Securitisation And Reconstruction
of Financial Assets And Enforcement of Security Interest Act,2002 and the
company could wound up.
The Company's Building,Plant & machinery's,Stock,Stores and Spares are
adequately insured against various risks including earthquake risk.
Your Company committed to good corporate governance practices. The report
on Corporate Governance stipulated by the Clause 49 of the Listing
Agreement is annexed hereto and forms part of this annual report.
A certificate required under clause 49 VII of Listing Agreement,for
compliance of conditions stipulated in the Listing Agreement,obtained from
the auditor of the Company and annexed herewith this Annual report.
Particulars of Employees:
The Company does not have any employee during the year drawing remuneration
attracting the Provisions of Section 217(2A) of the Companies Act read with
the Companies(Particulars of Employees) Amendment Rules 2002.
The Company has not invited nor accepted any deposits from the public
within the meaning of Section 58A of the Companies Act,1956 read with the
Companies(Acceptance of Deposits) Rules,1975.
Energy,Conservation,Technology Absorption and Foreign Exchange Earnings and
Particulars as prescribed under Section 217(1)(e) of the Companies Act,1956
under Companies (Disclosures of Particulars on the Report of Board of
Directors) Rules,1988,relating to Energy Conservation and Technology
Absorption are not applicable to the Company.
Foreign Exchange Earnings And Outgoes:
Foreign exchange earning during the year was eqivalent to Rs 529.17 lacs
(Previous year Rs.2106.37 lacs.) The foreign exchange outgo during the year
was equivalent to Rs 11.33 lacs(Previous year Rs 433.47 lacs).
Comments of the Auditors in their report and notes forming parts of the
Accounts,are self-explanatory and need no comments.
The retiring auditors M/s Adeshwar C.Jain & Company,Chartered Accountants
of the company ,Indore will hold office till the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for re-
appointment. They have furnished a certificate to the effect that the re-
appointment,it made will be in accordance with Sub-Section (1B) of Section
224 of the Companies Act,1956.
Yours company believes that the employees are its biggest assets and it is
committed to the development of this vital resource. The board wishes to
place on record its appreciation of the contribution made by all employees
in ensuring the high levels of performance and growth that your company has
achieved during the year.
Your Directors place on record their appreciation and sincere thanks to
Industrial Development Bank of India,M.P State Industrial Development
Corporation Limited for the support and co-operation extended to the
company and they also place on record their sincere appreciation for the
dedication and team sprit shown by officers,employees and other staff at
all levels throughout the year.
By the order of the Board
Place : Indore (P.S.KALANI)
Date : 19th August,2003 Chairman