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Mazda Enterprises Ltd.

BSE: 523172 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Mazda Enterprises Ltd
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Mazda Enterprises Ltd. (MAZDAENTERPRISE) - Director Report

Company director report

MAZDA ENTERPRISES LIMITED DIRECTORS' REPORT Your Directors have pleasure in presenting the Tenth Annual Report together with the Audited Accounts for the year ended 31st March 1998. 1. DIVIDEND There being no distributable profits for the period under review, your Directors are unable to declare any dividend. 2. OPERATIONS The Company had no manufacturing activities during the year. The background of the matter has been explained in the Directors' Report presented at the ninth annual general meeting. The Sales-tax authorities have raised a demand for Rs.1.62 crores on account of Sales-tax dues against the Company for sale of Plant and Machinery to GROWMORE in 1991. The amount includes interest and penalties. The Sales-tax authorities have written to the Company's Bankers to deposit all amounts with them. 3. DIRECTORS In accordance with Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr.V.M.Mirzan and Mr.P.S.Rao retire by rotation and, being eligible, offer themselves for re-appointment. 4. AUDITORS M/s T.M. Mullaji & Co., Auditors of the Company, retire at the conclusion of the tenth Annual General Meeting and are eligible for appointment. The Company has received a certificate from them that their appointment, if made, would be within the limits prescribed by Section 224(1B) of the Companies Act, 1956. 5. AUDITORS' REPORT Though the Notes to the Accounts in Schedule 15 referred to in the Audi tors' Report are self-explanatory and therefore do not call for any further comments, your Directors would like to elaborate under section 217(3) of the Companies Act, on certain issues raised by the Auditors in their Report as detailed blow. Para 4 The Directors would like to inform the shareholders that the Company is in the process of restructing its operations. It would, therefore, not be proper to state that the Company is not a going concern. Para5(i)(a) The Company has not provided interest aggregating to Rs.124.08 lakhs on amounts payable to notified parties as these will be based on amounts to be determined by the Custodian. Para 5(i)(b) No provision has been made in respect of income-tax and sales-tax demands as the same have been disputed by the Company, having preferred appeals against the said assessments. Para 5(i)(c) The Company values its stock in trade at cost and hence no provision has been made for Rs.209.14 lakhs being the diminution in the market value of Company's quoted shares. However, the market value has been disclosed in the Accounts. Para 5(ii) Stock-in-trade of Rs.24.82 lakhs has not been delivered to the Company and represent outstanding purchase contracts for which payments have been made to the brokers. The Company is making efforts to get delivery of the in vestments. Para 5(iii) In the opinion of the Directors, as provisions are not required in respect of the various items referred to, there is no understatement either in the debit balance of the Profit & Loss Account or in the balance on current liabilities and provisions. Para 5(iv) Efforts will be made to get all required confirmation in future. The bank has held back the Fixed Deposit Receipts under orders from Central Bureau of Investigation and hence the same could not be produced for verification. Para 5(v) The broker referred to is a person notified by the Custodian and his as sets/properties have been attached and will be dealt with in the manner directed by the Hon'ble Special Court. The position relating to recovera bility of the balance outstanding will be known only on completion of the proceedings under the Special Court (Trial of Offences Relating to Transac tions in Securities) Act, 1992. Para 5(vi) In the opinion of the Board the amounts referred to, are good and recovera ble. Details in respect of the same have already been furnished to the Court Receiver, appointed in a suit filed by State Bank of India. Para 5(viii) The approval of the Central Government in respect of remuneration paid to a former Managing Director is awaited. Para 5(ix) Efforts will be made to obtain confirmations as required in future. Para 7(iii) The Company shall implement the suggestions of the auditors. Para 7(iv) It has been the practice of the Company to value stock-in-trade at cost. Para 7(v) The Company (GRAM Ltd.) is a notified party and, as such, the matter cannot be determined. Para 7(vii) The Company shall implement the suggestions of the auditors. Para 7(x) There have been no operations during the year. 6. LOSS OF PROPERTY AT THE FACTORY: The matter has been explained in detail in the Directors' Report presented at the ninth annual general meeting. 7. ADDITIONAL INFORMATION a) Foreign Exchange Earnings and Outgo: There has been no outflow or earnings in foreign currency during the year. (Previous period Rs.nil). 8. PARTICULARS OF EMPLOYEES: There are no employees covered under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. 9. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, ETC. As the Company is not engaged in any manufacturing activity, the provisions of section 217(1)(c) of the Companies Act read with the Companies (Disclo sure of Particulars) in the Report of Board of Directors Rules, 1988 are not applicable. 10. APPRECIATION The Board wishes to place on record their warm appreciation of the support extended to the Company by its bankers, shareholders as well as employees and look forward to their continued goodwill for the progress of the Compa ny. By and behalf of the Board H.P.RANINA Chairman Registered Office: 721, Sir Mathuradas Vasanji Road Kamruddin Industrial Estate Safed Pul, Andheri (East) Mumbai 400 072 Dated: August 31, 1998