As on: May 03, 2024 04:12 PM
To
The Members,
Your Directors submit the 53rd Annual Report of the Company along with the Audited Statement of Accounts for the period ended 31st March 2014 pursuant to the Annual General Meeting which now stands adjourned to March, 2017.
1. FINANCIAL RESULTS :
2. DIVIDEND:
Your Directors do not recommend any dividend for the year under review due to the loss suffered by the Company.
3. OPERATIONS:
The Turnover of the company during the financial year ending 31st March, 2014 was Rs. Nil crores compared with Rs. 214.74 crores during the previous year. This fall in turn over was due to the company facing severe financial crises and suspension of its operations partially in mid 2012 and further all operations w.e.f. 31st Dec 2012. During the year the company approached the concerned authorities for Corporate Debt Restructuring (CDR cell) for Restructuring of its debts. We made serious efforts to comply with the strict norms and conditions of Corporate Debt Restructuring (CDR) which was granted to it in May 2012. However inspite of making serious efforts to comply with the strict norms and conditions of Corporate Debt Restructuring (CDR) it could not be put into effect thereby losing precious time, in restarting operations. This had the effect of making the operations permanently unviable. The substantial fall in revenues added to that the burden of bearing the fixed costs. The company drifted into a irreversible path. Prime customers were lost and the company became overburdened with debt, interest, fixed costs, which could not be met thru operations. As a consequence the company lost its key personnel, and had an effect of mass exodus of employees.
4. SALE OF LAND, PLANT& MACHINERY ETC.
Members have approved the sale of land, together with structures thereon, Plant & Machinery in accordance with Section 293(1)(a) of the Companies Act 1956, by way of Postal Ballot, in the month of June/July 2013. Efforts have been made to put the resolution of shareholders into effect and consequently the company signed a MOU with purchaser based in Chennai. Your Directors expect to complete the transaction soon.
5. EXPLANATION & COMMENTS ON AUDITORS REPORT:
Management perception and Explanations/ clarifications to Auditor's Opinion in the Auditor's Report dated 19th January, 2017 considered by the Board of Directors is given below: a) The company is continuing with the assessment of alternate plans and all efforts are be made to achieve the same. b) Effective and necessary steps are being taken.
The company expects to recover the moneys from M/s. Golden Star Promoter Pvt. Ltd. (GSPL) in a reasonable period of time. The company is confident of realising the monies from GSPL. c) Based on the certificate of bankers liability has been recorded in the books of accounts of the company. The impact of the Loss to the company will be computed at the time of final settlement with the bankers. In the Consortium of 9 bankers 2 banks are charging interest where as others are not charging interest. d) The status of bank balances in current and deposit account is has been stated. The note is self explanatory and does not call for further explanation e) As a Conservative accounting practice the lesser amount payable to Daewoo has been shown. The matter is being heard in the Honorable Bombay High Court and it is expected that hearings here after will take place. f) The note is self explanatory and does not call for further explanation g) All efforts have been made to obtain confirmation from sundry debtors and creditors h) The company has already taken all efforts to meet export obligations. i) Employees of the company in large numbers left the organisation at the end of calendar year 2012. The company had no funds to pay for operating expenses and hence no electricity to run its computers and Systems.
This prevented the company from updating its records and data. The company made best efforts whatever necessary to maintain statutory records. There were also litigations with concerned government departments and made best efforts to update and collate data and information.
6. SUBSIDIARY OF THE COMPANY
The company does not have any Subsidiary.
7. FIXED DEPOSITS AND LOANS
As on 31st March, 2014, the Company had an aggregate sum of 185.69 Lakhs as fixed deposits from Public / Shareholders. The total number of depositors who have not claimed / renewed their deposits on maturity was 112 and the amount that remained unclaimed / not renewed as on 31st March, 2016 was Rs. 27.98 Lakhs The Company has not accepted any fresh deposits nor renewed any deposits during the period under review. The Company has approached the Hon'ble Company Law Board (CLB) (now name changed to National Company Law Tribunal (NCLT) suo moto for certain reliefs in the repayment of the Fixed Deposits of the company and is awaiting reliefs/extended time for repayment of Fixed Deposits amounting to Rs. 1.86 Crs.
8. INSURANCE
The Company's plant & Machineries, stores, inventories have been disposed off & since the company does not carry on any operations no insurance have been provided for.
9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The Company does not carry any operation, the relevant information is not called for.
10. DIRECTORS
Mr. M Sarvanan nominee of IDBI. IDBI has withdrawn his nomination from the Board of the Company with effect from 10-03-2014. Mr. K. Ramasubramanian resigned from the Board in 4th December, 2014. The Board places on record their services made by them during their tenure as Directors.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirements under section 217(2A) of the Companies Act, 1956 ("the Act") with respect to directors' responsibility statement, it is hereby confirmed that:-
1. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.
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 as at 31st Dec 2012 and of the loss of the Company for the period ended on that date.
3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a ‘going-concern' basis.
12. AUDITORS:
Members will recall that the earlier Statutory Auditors M/s. N. M. Raiji & Co. Chartered Accountants had resigned and in their place M/s. LLB & Co, Chartered Accountant had been appointed as Statutory Auditors at the recently concluded the Extra Ordinary General Meeting held on 8th December, 2016. The terms of appointment of M/s. LLB & Co, Chartered Accountant, Statutory Auditor comes to an end at this\annual General Meeting. The reappointment is now sought from the conclusion of this meeting till the next Annual General Meeting to conduct Audit for the next financial year.
13. COST AUDITOR:
As the company does not have operations the requirement of maintaining of Cost Accounts does not arise.
14. REAPPOINTMENT OF MR. S. B. GHIA AND
MR. M. D. DALAL
Mr. S. B. Ghia and Mr. M.D. Dalal have been appointed as the Managing Director & Joint Managing Director respectively.
15. CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, form part of this Annual Report.
16. INDUSTRIAL RELATIONS:
A settlement is being arrived at with workmen at Chennai. The Directors wish to place on record their appreciation for the co-operation extended by the Ex. Workmen
17. COMPLIANCE CERTIFICATE:
A Certificate from the Practising Company Secretary of the Company regarding compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.
18. PERSONNEL:
In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the Company's employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the period under review.
19. ACKNOWLEDGEMENTS:
The Board of directors wishes to place on record its gratitude for the continued support from Government authorities, Banks, members etc.