Your Directors present their Twelfth Annual Report and the audited accounts for the
period ended 31st March 2004. OPERATION & OUTLOOK Financial Highlight for the year
||(Rs. in. lakhs)
|Increase/decrease in stock
|LOSS FOR THE YEAR
|FORWARD FROM PREVIOUS YEAR BALANCE CARRIED
FORWARD TO BALANCE SHEET
During the year also due to the severe recessionary trend in the economy the company's
activities could not progress satisfactorily. The company had been looking for new avenues
for profitable ventures for the survival of the company due to setbacks, in the previous
business undertaken in the hardware sector. Towards this end the company took steps to
venture into activities in the power sector. The company has been successful in developing
its two new products, i.e. RF-AMR (Radio Frequency Automatic Meter Reader) and ESS (Energy
Saving Streetlights). The products are in the demonstration stage. The company is also in
discussions with various international companies for bringing new technologies in the
field of solar
Thermal power generation to India. It is hoped that with the huge potential in the
energy sector and the encouragement given to the power sector by the Government of India
the company will be able to take advantage of the opportunities and turnaround the company
in the near future
The directors do not recommend any dividend during the year;
PARTICULARS OF EMPLOYEES
During the year there were no employees drawing remuneration attracting the provisions
of section 217 (2A) of the Companies Act 1956.
The company had not accepted any fixed deposits attracting the provisions of section
58A of the Companies Act 1956.
Ms. Kshemankari Nadgir retires by rotation and being eligible offers herself for
M/s. Mehta & Parmar Chartered Accountants, the Company's Auditors retire at the
conclusion of the ensuing Annual General Meeting and being eligible for re-appointment
offer themselves for reappointment.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE & OUTGO.
As the energy consumption was minimal no separate details of the energy consumption is
provided in the report. The company had accorded top most priority in conserving the
energy wherever possible. The company had not adopted any foreign technology during the
year. The company had not spent any foreign exchange during the year.
DIREC TORS' RESPONSIBILITY STATEMENT
Your Directors State That:-
1. In preparation of the Annual Accounts, the application of Accounting Standards had
been followed along with proper explanation relating to material departures.
2. That they had selected such accounting standards, 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 and loss of the company for that period.
3. That they had taken proper and sufficient care for the maintenance of adequate
accounting records, in accordance with the provisions of the relevant acts for
safeguarding the assets of the company and for preventing and detecting fraud and other
4. That they had prepared the Annual Accounts on a going concern basis.
In terms of the requirements of the Stock Exchange the company has constituted the
audit committee, shareholders grievance committee, and remuneration committee.
It is pertinent to point out that as the company is not a profit-making one, only one
independent director was willing to get associated with the company. Hence the
constitution of the various committees are done witit the directors in the board of
directors. Similarly the constitution of the board of directors could not meet the
requirement of the Corporate Governance because of the reasons explained above.
COMMENTS ON OBSERVATION MADE BY THE AUDITORS.
The various observations made by the auditors are explained in the notes to the
accounts of the company. However the following are some of our explanations in general to
the points raised by the auditors.
Regarding the non provision of the diminution of the value of investment of Goldhommer
Securities Limited, since the said Goldhommer Securities Limited has applied for striking
off the name of the company under section 560 of the Companies Act 1956 and the said
company has not received any intimation from the Registrar Of Companies, Maharashtra to
their application the said amount has not been written off till now. As soon as any
intimation is received by the company from the said Goldhommer Securities Limited the
company would take necessary action to write off the said investment.
Regarding the non provision of interest of Rs.24,96,960/- from Punjab & Sind Bank
(PSB) and from Priya Ltd .The above mentioned parties have filed the suit against the
company. As the amount due is disputed no provision has been made. PSB had filed suit
against the Company in the Debts Recovery Tribunal, which passed order in favour of the
Company by dismissing the Bank's suit on merits. The Bank has appealed the DRT's order and
the matter is xuh-iudice.
In respect of item no 14 of the Annexure to the audit report, there have been delays in
the payment of the statutory dues. This has been basically due to certain disputes in
those particular returns. The company ensures that such delays would be avoided in future.
The audit committee members consisting of Mrs. Kshemankari Nadgir, Dr.Lakshmi Nadgir
and Mr. Satish Ailawadi continued to function as the members of the audit committee in the
The subsidiary company has applied for striking off its name from the Registrar of
Companies, Maharashtra and are awaiting the response from ROC. As such no activities are
conducted by the subsidiary company. The accounts of the subsidiary company are attached
with this report.
The directors thank the bankers, shareholders and its customers for the support
extended to the company.
On behalf of the Board
|Dated: 30th October, 2004