| The Members,
The Directors have pleasure in presenting their 25th Annual Report
together with the Audited Accounts for the year ended on 31st March,
2014.
FINANCIAL HIGHLIGHTS
Particulars 31st March,2014 31st March,2013
Profits /Loss (before interest
depreciation and taxation) -9,81,813 72,01,116
Less: Interest 7,904 25,978
Depreciation 18,70,613 21,86,826
Profit /Loss before Tax -28,60,329 49,88,312
Less :Provision for Taxation 0 9,65,330
Add : Deferred Tax Benefit 1,55,988 1,81,457
Profit/Loss aftertax -27,04,341 42,04,439
The Company's operation remained confined mainly to job work. Your
Directors are taking various initiatives for improving the condition of
the Company.
DIVIDEND
In order to conserve the financial resources of the Company, your
Directors deem fit not to recommend any dividend for the year under
review.
BIFR
Your company was registered as sick company by the Board of Industrial
and Finance Reconstruction (BIFR) in the year 2001. The net worth of
the company as per balance sheet of the year ending 31-12-2006 has
turned positive which has been considered by the (BIFR) bench and the
Bench allowed the MA and therefore, your company has been de-registered
(Case No.36/2001) from the purview of SICA/BIFR. The case of the
winding up of order of the Bombay High Court is still pending for the
hearing.
DIRECTORS
In accordance with the provision of the Companies Act, 1956, Mr. Vikram
P Adagale and Mr. Rajesh P Mange retire by rotation and being eligible
offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures.
2. The directors had selected such accounting policies and applied them
consistently and made judgments 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 profit of the
company for that period
3. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The directors had prepared the annual accounts on a going concern
basis.
5. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate were operating effectively.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
In accordance with the Accounting Standard 18 prescribed by the
Institute of Chartered Accountants of India, transactions with related
parties have been disclosed separately and form a part of this report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors' certificate
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of Listing Agreement and Management Discussion
and Analysis Report are annexed to this Report.
LISTING FEE PAYMENT
The Company's securities are listed on the Bombay Stock Exchange
Limited and the Company has paid Annual Listing fee for the financial
year 2014-15.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration in excess of the limit
prescribed under Section 217 (2A) of the Companies Act, 1956. FIXED
DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 58A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
The information as required under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 and forming part of
Directors' Report for the year ended 31st March, 2014 is annexed and
forms a part of this Report.
INDEPENDENT DIRECTORS:
The Independent Directors of the Company had submitted their
declaration in the First Board meetings of the directors that they meet
the criteria of the Independence as provided in sub-section 6 of
section 149 of companies Act 2013.
VIGIL MECHANISM:
In pursuant to the provisions of section 177 (9) & (10) of the
companies Act, 2013 a vigil mechanism for directors and employees to
report the genuine concerns has been established.
AUDITORS:
Mr. Jatin Shah, Chartered Accountant, Auditor of the Company, retires
at the forthcoming Annual General Meeting and being eligible offer
himself for reappointment. The Board recommends appointment of Mr.
Jatin. Shah as the statutory auditor of the Company for the next year.
COMPLIANCE CERTIFICATE
In accordance with Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from a Secretary in whole time practice
confirming that the Company has complied with all the provisions of the
Companies Act, 1956 during the financial year under review and a copy
of such certificate is annexed to this Report.
ACKNOWLEDGEMENT:
Yours Directors record their appreciation for the valuable cooperation
extended by Banks and concerned Government and other authorities. Your
Directors acknowledge the contribution made by the Company's personnel
at all levels.
For and on behalf of the Board of Directors
PLACE: Mahad (Mrs. Zaver S. Bhanushali)
DATE: 30th May, 2014 Chairperson and Managing Director
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