We are delighted to present the 28th Annual Report on the affairs of the company forthe year ended 31st March, 2011.
The financial results for the year are as under:
|Sr.No. ||Particulars ||31.03.2011 ||31.03.201090 |
| || ||(Rs. in Lac) ||(Rs. in Lac) |
|1. ||Sales ||6006.13 ||2334.07 |
|2. ||Other Income ||663.57 ||190.78 |
|3. ||Total Expenses Before Interest, Depreciation & Taxes ||6548.89 ||3152.77 |
|4. ||Profit/(Loss) Before Interest & Depreciation ||120.81 ||(627.91) |
|5. ||Depreciation ||251.49 ||315.30 |
|6. ||Interest ||19.76 ||1.80 |
|7. ||Net Profit/(Loss) Before Tax ||(150.44) ||(945.01) |
|8. ||Provision For Tax ||NIL ||NIL |
|9. ||Net Profit After Tax ||(150.44) ||(945.01) |
| ||Add || || |
|10. ||Brought Forward || || |
| ||Previous Year ||(10614.35) ||(9669.33) |
|11. ||Add. Fringe Benefit Tax ||00 ||00 |
|12. ||Balance Carried Forward ||(10764.79) ||(10614.35) |
During the year under review the sales of the company has increased nearly 157% of theprevious year's. With this, the company earned profit of Rs. 120.81 lacs before interestand depreciation against the previous years figures loss of Rs. (627.91) lacs. Net Profitafter tax has been reduced to Rs. 150.44 lacs against the previous year figures of Rs.(945.01) lacs. Your directors are trying hard to overcome these losses and earn profits.
Keeping in view of the position of the company and non availability of profits, yourdirectors do not recommend any dividend on equity shares for the year ended 31st March,2011.
2. FIXED DEPOSITS
The Company did not accept any deposits from the public in terms of the provisions ofSection
58A of the Companies Act, 1956 during the year ended March, 2011.
The Board inducted Sh. Sunil Kumar Sharma to the Board. We seek members support inconfirming his appointment as director liable to retire by rotation. Brief resume of Sh.Sunil Kumar Sharma is given in notice of the Annual General Meeting.
Major General T V Manoharan (Retd) will retire by rotation and being eligible, offershimself for reappointment. His resume is given in notice of Annual General Meeting.
Sh. R.K Bhandari was nominee director of Punjab State Industrial DevelopmentCorporation on the Board till 12.05.2011. PSIDC vide its letter No. PSIDC SL. 8283nominated Sh. Y K Goel- Senior General Manager PSIDC as a director on the Board of thecompany in place of Sh. R K Bhandari. The Board of Directors in its meeting held on 13thMay, 2011 took note of the PSIDC's letter and approved the nomination of Sh. Y K Goel asnominee director. The Board of Directors place on record the valued contribution of Sh. RK Bhandari during his association with the company.
Sh. Gurabchan Juneja's term as Managing Director of the company is going to expire.Hence members' approval is sought for his reappointment as Chairman cum Managing Directorof the company.
The auditors, M/s Brij Aggarwal & Associates, Chartered Accountants, retire at theensuing Annual General Meeting and have confirmed their eligibility and willingness toaccept office, if reappointed. The Company has received a certificate from the Auditors tothe effect that their appointment, if made, would be in accordance with Section 224(1-B)of the Companies Act, 1956. The Board recommends their re-appointment.
5. COMMENTS ON AUDITORS' REPORT
Point wise reply of Auditors' Observation in Auditors Report:
4(iv) The company has adopted the policy to pay gratuity on cash basis. Thus noprovision has been made.
4(vii) (a) Non provision of interest has been there, in the Draft Rehabilitation Schemeitself which is pending with operating agency for finalization.
4(vii)(b) Number of items used in respect of trading and material consumed formanufacturing process can not be distinguished precisely. Due to peculiar nature ofbusiness, specific record can not be presented separately. Otherwise the company ismaintaining all the applicable records.
Point No. 5 of Annexure: The company is maintaining register u/s 301 of the CompaniesAct, 1956. However there were no entries to be recoded as applicable during the year.
Point No. 9 of Annexure: Statutory due payments have been taken in to account in theDraft Rehabilitation Scheme.
Point No. 11of Annexure: Due payments to Banks, FIs and Debenture Holders have beenincorporated in the Draft Rehabilitation Scheme, which has been presented to the Auditors.Auditors' Qualification on Research and Development Section.
The Draft Rehabilitation Scheme is under consideration with Operating Agency whichwould cover the settlement amount , waiver of interest, liquidated damages, penalties andother expenses. Accordingly, confirmation from the lenders is not possible till theRehabilitation Scheme is sanctioned.
6. PARTICULARS OF EMPLOYEES
The information in respect of particulars of employees u/s 217(2A) of the CompaniesAct, 1956 read with Companies (Particulars of Employees) Rules 1975 may be treated as NIL.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
Particulars in respect of conservation of energy and technology absorption and foreignexchange earnings and out go as required under section 217(1) (e) of the Companies Act.1956 are provided as under:
a) Conservation of Energy.
Power & fuel expenses incurred by the company during the year amounted to Rs.51264633/- as compared to expenses of Rs. 39309382/- incurred during the previous year.
b) Technology absorption, Adaptation & Innovation.
The company is committed to the process involving industry knowledge, training andadoption.
c) Foreign exchange earning & outgo (Rs. in Lac):
There was no Foreign Exchange earnings and outgo during the year under review.
8. CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock Exchanges, thereport on Management Discussion and Analysis and Corporate Governance forms a part of theAnnual Report. The requisite certificate from the Auditors of the company confirmingcompliance with the conditions of Corporate Governance as per Clause 49 of the ListingAgreement is attached to this Report.
The equity shares of the Company are listed with National Stock Exchange of IndiaLimited (NSE), Bombay Stock Exchange (BSE), The Delhi Stock Exchange Limited(DSE) ,Calcutta Stock Exchange Association Limited (CSE), The Ludhiana Stock Exchange Limited(LSE) and The Stock Exchange, Ahmedabad.
10. BIFR Status
The company is a sick industrial company and is registered with BIFR under SICA ( SickIndustrial Companies Act, 1985). The Company has filed the appeal before AAIFR against theBIFR order for change of management and has obtained stay against the said order. Furtherthe company has submitted Draft Rehabilitation Scheme with the Operating Agency. The AAIFRhas adjourned the case and next date of hearing is 21-09-2011. The company is in theprocess of settling the dues with Bank/Financial Institutions individually.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors' confirm that :
i) In preparation of the Annual Accounts, applicable accounting standards have beenfollowed and there are no material departures;
ii) Such accounting policies have been selected and applied consistently subject tosuch adjustments and estimates have been made for preparation of accounts that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year ended on 31st March 2011 and the profit of thecompany for the year.
iii) Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 tosafeguard the assets of the company and to prevent fraud and other irregularities;
iv) Statement of accounts have been prepared on a going concern basis.
The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees, shareholders, customers, suppliers and bankers for the continued support givenby them to the Company and their confidence reposed in the management.
| ||For and on behalf of the Board of directors |
|Place : Jalandhar ||Gurbachan Juneja |
|Dated : 12th August, 2011 ||(Managing Director) |