Your Directors have pleasure in presenting the Thirty First Annual Report on theBusiness and Operations of the Company and Financial Results for the year ended 31stMarch 2014.
|Financial results ||As At 31st March 2014 ||As At 31st March 2013 |
| ||Rupees ||Rupees |
|01 revenue from operations || ||412796 |
|Less: excise duty || ||0 |
|Net revenue from operations || ||412796 |
|02 other income ||73100 ||523602 |
|03 total revenue [1 + 2 ] ||73100 ||936398 |
|04 expenses || || |
|Cost of material consumed ||20700 ||29189 |
|Purchases of stock in trade || || |
|Changes in inventories of finished goods wip & stock in trade ||410636 || |
|Employee benefit expenses ||1465132 ||549584 |
|Finance cost ||716431 ||534362 |
|Depreciation and amortization expenses ||2807365 ||4352897 |
|Other expenses ||81527249 ||1293269 |
|Total expenses ||86947513 ||6759301 |
|05 profit/(loss) before exceptional and extraordinary items and tax [3-4] ||86874413 ||5822903 |
|06 exceptional items ||193601074 ||2039810 |
|07 profit / (loss) before extraordinary items and tax [5-6] ||106726661 ||(3783093) |
|08 extraordinary items ||- ||- |
|09 profit / (loss) before tax [7 - 8 ] ||106726661 ||(3783093) |
|10 tax expenses || || |
|1. Current tax [mat] ||- ||- |
|Less: mat credit entitlement ||- ||- |
|Net current tax ||- ||- |
|2. Deferred tax: asset/(liability) || || |
|11 profit / [ loss] for the period from continuing operations [9-10] ||106726661 ||(378093) |
|12 profit / [loss] from discontinuing operations ||- ||- |
|13 tax expenses of discountinuing operations ||- ||- |
|14 profit / [loss] from discontinuing operations [after tax] [12-13] ||- ||- |
|15 profit / [loss] for the period [11+14] ||106726661 ||(378093) |
|16 earning per equity share (basic and diluted) ||26.68 ||(0.95) |
Note: Figures in bracket indicate loss. Previous years figures have beenregrouped / reclassified wherever necessary.
Since the unabsorbed loss persists the Directors have not recommended any dividend forthe year.
Due to adverse market conditions in the industry there is a loss in the company.Depreciation is the major contributor for the book loss and the Company does not have cashloss. There has been underutilization leading to loss. However the Company has settledand paid all FIIs and Banks.
FINANCE AND TAXATION:
The company does not have any financial limits with any Bank.
Income tax assessment for the assessment years 2011-12 is complete. That of 2012-13 isin progress.
During the year under review the Company has not accepted any Fixed Deposits from thePublic.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:
As required by the Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 the relevant data pertaining to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings and outgo are given in the annexure Aforming part of this Report.
INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Directors are pleased to record the appreciation and sense of commitment shown byour employees at all levels and acknowledges their contribution towards sustained progressof the Company. The relations between Management and Employees are good. Due to continuedlosses CSR activity could not be taken up this year also.
The Board consists of five directors of whom three are independent directors.
Notice of meeting has adequately covered re-appointment of Directors to be inconsonance with Companies Act 2013
LISTING AGREEMENT WITH STOCK EXCHANGES:
Listing agreement with the Bombay Stock Exchange Ltd Mumbai continues to be valid andthe Company has been regular in paying requisite fees. The Companys ISIN is:INE648E01010
The Company has complied with the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section onCorporate Governance along with a certificate from Mr. S Viswanathan Company Secretaryin whole time practice for the compliance is annexed and forms part of this report.
Continuous efforts are being made in this respect to identify a suitable candidatekeeping in view of the provisions contained in Companies Act 2013. The duties arepresently complied by Companys tax auditing firms partner who is a qualifiedCompany Secretary.
Mr Ganesh V Chartered Accountants (Firm #: 003178S) Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and has not consented forreappointment. The Board has received consent and certificate (as required per section 139of Companies Act 2013) from MSRK & Co Bangalore Chartered Accountants (Firm #013232S) for appointment as Statutory Auditors of the Company. The Board comments theirappointment and you are requested to appoint them and authorize the Board to fix theirremuneration. Certificate of the Statutory Auditors regarding COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE forms part of the Annual report. a
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956:
The particulars are furnished in Annexure B and forms part of Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act 1956 (the Act) it is herebydeclared:
(i) That in the preparation of the annual accounts the applicable accounting standardshas been followed along with proper explanation relating to material departures;
(ii) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;
(iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) That the directors have prepared the annual accounts on a going concern basis.
(v) that the internal financial controls are adequate and are operating effectively
(vi) that the Board has devised proper systems to ensure compliance of all applicablelaws and such systems are adequate and operating effectively.
Regarding non obtainment of confirmations: the Board does not foresee any materialimpact on the accounts of the company on reconciliations.
MANAGEMENT DISCUSSION & ANALYSIS
|A Industry structure and developments ||Electronic Metallised Polypropylene and Polyester film industry is well organised in India. Your Company is one of the five major players in the Country. The market domestically has been growing at about 5-10% per annum. |
|B Opportunities and threats. ||The Company faces excessive competition resulting in reduction in margins and fluctuations in import exchange costs. |
|C Segment wise or product wise performance ||There are no segmental operations as per Accounting Standard 17 issued by the Institute of Chartered Accountants of India. |
|D Outlook for the company ||The Company has successfully paid Financial Institutions all dues. The Company is now looking forward positively to restart commercial production to improve profitability. |
|E Risks and concerns ||The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario. |
|E Internal control system and their adequacy ||The internal Control Systems of the Company are adequate and are constantly reviewed and supported by internal audit. |
|G Discussion of financial performance with respect of operational performance. ||The negative financial performance of the Company is mainly due to its operational performance. Benefits from write backs of Financial Institution has resulted in positive Net profit |
|H Material development in human resources / industrial relations front including number of people employed ||The Company continues to give thrust to human resource development and industrial relations. The Company effected reduction maximum of its employees during the year by paying suitable compensation as per Law. Permanent Employees: 3 |
Statements in this "Management Discussion and Analysis" contain forwardlooking statements which may be identified by the use of words in that directions orconnoting the same. All statements that address expectations or projections about thefuture including but not limited to statements about the companys strategy forgrowth product development market position expenditures and financial results areforward looking statements.
These are based on certain assumptions and expectations of future events. The companycannot guarantee that these assumptions and expectations are accurate or will be realized.The company's actual results performance or achievements could thus differ materiallyfrom those projected in any such forward looking statements on the basis of anysubsequent development information or events.
| ||For and on behalf of the Board of Directors |
|Bangalore ||Nanik Rohera |
|14 August 2014 ||Chairman |
Annexure A to Directors Report
PARTICULARS AS PER COMPANIES RULES 1988 (Disclosure of particulars in the Report of theBoard of Directors in terms of Notification 1029 of 31.12.1988 issued by the Dept ofCompany Affairs)
|A CONSERVATION OF ENERGY || |
The Company continues to pursue its efforts to conserve the energy resources with its focus on reducing fuel and electrical energy costs.
| || |
|B TECHNOLOGY ABSORPTION ||Furnished below |
|C Foreign Exchange earnings & out g ||The information on Foreign Exchange Earnings and outgo is furnished in the Notes to the accounts. |
|D RESEARCH & DEVELOPMENT || |
|1. Specific area in which R & D carried out by the Company ||The Company has an on-going R&D Department to improve the quality of metallization etc. and enhance productivity |
|2 Benefits derived as a result of the above R & D ||Company has produced superior quality metallised film for various applications |
|3 Future plan of action ||The Company would like to pursue its R & D efforts with an objective to enhancing the quality & value of the process and products |
|4 Expenditure on R & D ||Nil |
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
|1 Efforts in brief made towards absorption adaptation and innovation ||NIL |
|2 Benefit derived as a result of the above results ||NIL |
|3 Information on Imported Technology ||NIL |
FORM A (See Rule 2)
Form of Disclosure of Particulars with respect to Conservation of Energy This does notarise as there is no production.
Annexure 'B' to Directors Report
Particulars of Employees under 217(2A) read with Companies (particulars of employeesRules) 1975 as amended.
There are no employees who are in receipt of remuneration in the aggregate at the rateof not less than Rs.6000000/- per annum (or Rs.500000/- per month) in respect of partof the year during the year under audit.
| ||For and on behalf of the Board of Directors |
|Bangalore ||NANIK ROHERA |
|14 August 2014 ||Chairman |