balaji industrial corporation ltd Directors report

DIRECTORS REPORT TO THE SHAREHOLDERS

Your Directors have pleasure in presenting their Thirtieth Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31,2014.

1. Summary of Financial Results

The financial results of the company for the year ended 31.03.2014 are given below:

(Rs. in Crores)

S.No.	Particulars	2013-14	2012-13
1	Loss before exceptional items	(19.32)	(1321)
2	Exceptional items	54.90	1.92
3	Profit before tax	35.58	(11.29)
4	Tax expense
	(a) Deferred Tax	(35)	(0.34)
5	Profit/(Loss) for the year	35.93	(10.95)
6	Basic & diluted EPS	5.77	(2.89)

2. DIVIDEND:

As the company incurred operational losses during the year though there is profit after exceptional items no dividend is recommended

3. FUTURE OUTLOOK/PLANS:

Your Company could not restart various closed operations due to lack of funds. The entire future planning depends on the decision of BIFR in approving the revival scheme and the financial support and cooperation of the Banks / Financial Institutions.

4. COMPANY UNDER BIFR:

The Honble Board for industrial and Financial Reconstruction (BIFR) has declared your company as a Sick industrial company within the meaning of Clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 vide its order dated 07.03 2007 and IFCI was appointed as Operating Agency (OA) under section 17 (3) of the Act with directions to prepare a revival scheme for the company.

After several hearings, the Board had directed the company to submit DRS to the operating agency and the company had submitted DRS and the case is pending before BIFR.

5. INDUSTRIAL RELATIONS:

Your Company maintains harmonious industrial relations at all levels in the organization. It will be the constant endeavour of your Company to continue to maintain the good industrial climate

6. ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1 )(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not arise as there are no operations during the year under review.

7. DIRECTORS:

Shri V Saravanan director of the company retires by rotation at the forth coming annual general meeting and being eligible offers himself for reappointment. Board recommends his re-appointment.

8. PARTICULARS OF EMPLOYEES:

During the year, there were no employees drawing remuneration as per limits specified under section 217 (2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed

i) that in the preparation of the annual accounts for the year ended March 31, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that in the accounting policies implemented by the Company have been applied consistently, judgements and estimates have been reasonable and prudent thereby giving a true and fair view of the state of affairs of the Company at the end of the year and of the profit of the Company for the year under review,

lii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

iv) that the annual accounts were prepared for the year ended March 31,2014 on a going concern basis

10. Listing of Shares with the Stock Exchanges

The shares of your Company are listed with the following Stock Exchanges:

The Madras Stock Exchange Limited

BSE Limited

The Stock Exchange, Ahmedabad

Trading of companys equity shares was suspended from Trading in Mumbai Stock Exchange due to non compliance of Clause 41 of the Listing Agreement and non-payment of Listing Fees.

11. Auditors

M/s PA Reddy & Co., Chartered Accountants, Nellore and M/s CNGSN & Associates, Chartered Accountants, Chennai Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

With respect to the various observations made by the Auditors in their Report, the Board of Directors wishes to express the following views:

i. The Company has closed most of the bank accounts which are not in operation over the years. Necessary steps are being taken to close the balance nine bank accounts which are not in operation. [Refer point no. iv (a) of Auditors Report]

ii. The Company has extended Corporate Guaranty to a Body corporate in the earlier years which has been invoked. The Company is confident that as per the Settlement Scheme offered by the said Body Corporate to their lenders, the amount due as perthe guarantee will be settled. Hence, the Company has not made any provisions for the same. [Refer point no, iv(b) of Auditors Report]

iii. As regards to the disputed Income Tax & Sales Tax, the company has appealed before various forums and the company is confident that would be in its favor. The company is seeking certain reliefs / concessions from Central / State Government. [Refer SI No. ix(b) of Annexure to Auditors Report].

12. Corporate Governance

A Report on Corporate Governance along with Auditors Certificate is annexed herewith.

13. Acknowledgement

The Board hereby acknowledge the support from various Government Departments and their Agencies, Honble BIFR, Financial Institutions, Banks, Shareholders, Debenture Holders and Customers. The Directors have pleasure in placing on record their heartfelt appreciation to all the Employees of the Company.

By Order of the Board
For BALA JI INDUSTRIAL CORPORATION LIMITED
S V NAGARAJA REDDY	V SARAVANAN
DIRECTOR (00124414)	DIRECTOR (00068562)

Place : Chennai

Dated: 27th May, 2014