Your Directors have pleasure in presenting their Annual Report together with theaudited Statements of Account for the year ended 31st March, 2013:
PERFORMANCE OF THE COMPANY
| || ||Previous Year |
| ||Rupees ||Rupees |
|Total Revenue from operations ||50,833,923 ||58,640,949 |
|Deducting therefrom : || || |
|Employee benefits expense ||893,896 ||931,243 |
|Finance costs ||586,371 ||174,314 |
|Depreciation and amortization expense ||442,642 ||512,187 |
|Other expenses ||47,092,838 ||102,106,875 |
|Total Expenses ||49,015,747 ||103,724,619 |
|Profit/(Loss) before exceptional and extraordinary items and tax ||1,818,176 ||(4,50,83,670) |
|Less : Exceptional items || ||26,90,185 |
|Operating Profit/ (Loss) for the year before tax ||1,818,716 ||(42,393,485) |
|Less: Current Income Tax ||430,800 || |
|Profit after tax ||1,387,376 || |
In view of losses there is no recommendation for any Dividend.
The Company has written-off the non-recoverables over the years which has resulted inthe loss of the Company.
The Notes to the Accounts are fully self-explanatory, and the Directors feel thatno further clarification is required on the said Notes.
The Management is confident of turning around the Company in the next 5 to 7 years.
Inspite of payment by Decree Holder / Guarantor property attached by the Court. Thematter is pending in the Supreme Court.
Mr. T. B. Ruia retires by rotation and, being eligible offers himself forreappointment.
Mr. Arvind Kumar Gupta and Mr. Thretun B. Patel were appointed as additional Directorat the Board Meeting held on 07.12.2012. The Company has received a notice u/s 257 of theCompanies Act, 1956 in writing proposing the Candidature of Mr. Arvind Kumar Gupta and Mr.Thretun B. Patel as a Director of the Company.
During the year Mr. Ravi P. Agarwalla reigned as Director with effect from 10.12.2012and Mr. Vijay Kumar Agarwalla resigned as Director with effect from 12.12.2012. Mr. J. B.Shah ceases to be Director of the Company with effect from 10thDecember 2012 due to his sad demise. The Company appreciates the services as aDirector given by them.
The Company is already admitted under BIFR, Rehabilitation Scheme is pending due tovarious litigations with the Custodian and matter in High Court/ Supreme Court.
The Companys appeal in Supreme Court against the appropriation of dues by thecustodian under decree was ruled against the Company and the refund expected by theCompany as reported earlier is now lost. The decrees are still not marked satisfied.Pending appeal of GTB (Oriental Bank of Commerce) against sale of buildings by the SpecialCourt, the Company has made applications to Supreme Court for expeditious hearing and weexpect a hearing soon.
Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet and Profit andLoss Account of the Subsidiary Companies together with the Directors and AuditorsReport thereon are attached with the Annual Report of your Company.
Honble Bombay High Court has passed the order of winding- up of one subsidiaryKillick Air Couriers and Forwards Ltd. on 15.06.2012.
During the year the Company did not invite any deposits from public.
PARTICULARS OF EMPLOYEES :
There were no employees drawing a remuneration exceeding Rs.60 Lakhs per annum whenemployed for the whole year or Rs.5 Lakhs per month when employed for part of the year andhence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.
Information 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 isgiven below:
(A) Conservation of Energy: The Company does not have manufacturing activity.There are no specific areas, where energy conservation measures could be significantlyundertaken. As an ongoing process efforts are made to conserve and optimize the use of theenergy through improved operations and other means.
Disclosure of total energy consumption and energy consumption per unit of production asper Form A is not applicable to the Company.
(B) Technology absorption, adaptation & innovations: The Company did nothave any Technical Collaboration arrangement in force during the year under review andtherefore disclosure under Form B is not applicable.
(C) Foreign Exchange earnings and outgo:
(i) Activities relating to exports etc: NIL
(ii) Foreign exchange used and earned: NIL
REFERENCE TO B.I.F.R.
The Company has been declared a "Sick Company" under Section 3(1)(o) of theSick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide the order of BIFRdated 29-8-2006. BIFR has appointed IDBI as the Operating Agency to prepare a viabilitystudy report and revival scheme for the Company which is in progress. The Company isawaiting the final Supreme Court orders in the Custodian matters.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIESACT, 1956.
The Directors confirm :
1. that in the preparation of the annual accounts, the applicable accounting standardshave been followed along with proper explanation relating to material departures;
2. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
3. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. that they have prepared the annual accounts on a going concern basis.
The information/details as required under the Corporate Governance Code is given in theAnnexure and forms part of this Report.
M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the Company holdsoffice until the conclusion of the ensuing Annual General Meeting, and is eligible forre-appointment. The Company has received their consent under section 224 (1B) of theCompanies Act, 1956 for such re-appointment.
The Directors have taken a note of the observations made by the Auditors in theirreport. In this connection attention is drawn to the relevant Notes to Accounts, which areself-explanatory.
The Board records its appreciation for the support received from its Bankers,Customers, Suppliers, Government Authorities etc.
For and on behalf of the Board of Directors
T. B. RUIA
Basement, Commercial Union House, No.9,
Wallace Street, Fort, Mumbai- 400 001
Place : Mumbai
Dated : 02/09/2013