dunlop india ltd Directors report

REPORT OF THE DIRECTORS

Your Directors present the 87th Annual Report of the Company together with the audited accounts for the financial year ended 31st March, 2014.

SUMMARIZED FINANCIAL RESULTS

		Rs. in Lacs
	2013-14	2012-13
Sales & other Income	0.63	13.85
Profit / (Loss) before Depreciation, Interest & Tax	(212.09)	(203.33)
Financial Charges	5.54	380.38
Depreciation	146.39	146.39
Profit/(Loss) before Exceptional Items	(364.02)	(730.10)
Exceptional Item	–	(262.59)
Prior Period Adjustment	(0.22)	106.85
Profit / (Loss) before Tax	(364.22)	(885.84)
Profit / (Loss) after Tax	(364.22)	(885.84)

OPERATIONS

Manufacturing operations at Sahaganj Plant in West Bengal and at Ambattur Plant in Chennai continues to be suspended during the current year despite sincere efforts to restart the operations.

DIVIDEND

In view of suspension of operations and loss during the year, your Directors are unable to consider any Dividend for the year.

PUBLIC DEPOSIT

Fixed Deposits matured up to September, 2000 but not repaid as on 31st March, 2014 stand at Rs. 7,99,56,000/-.

DIRECTORS

Shri Dipak Das and Smt Baishali Roy were appointed as Independent Directors of the Company w.e.f. 2nd May, 2014 and 29th May, 2014 respectively by the Board. Both the Directors shall hold Office upto the date of the ensuing Annual General Meeting of the Company.

In accordance with Article 103 of the Articles of Association of your Company, Shri Subbaratnam Ravi will retire from the Board by rotation at the 87th Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. Gora & Co., Chartered Accountants, Kolkata, Auditors of your Company, hold office till the conclusion of 87th Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

COST AUDIT

Since there was no manufacturing operations in Sahaganj Plant in West Bengal and Ambattur Plant in Chennai and the operations suspended in both the plants w.e.f. 8th October, 2011 and 21st February, 2012 respectively. Thus there is no requirement for filing of Cost Audit Report consequent to exemption obtained from Central Government.

CURRENT LEGAL STATUS

The Hon’ble Supreme Court of India upon hearing on 12th June, 2013 against special leave petition moved by the Company, passed an order of stay against the order dated 2nd May 2013 of the Division Bench of Hon’ble High Court of Calcutta directing winding up of the Company.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The Statement pursuant to 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 has not been attached in view of the suspension of operations.

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Board of Directors hereby confirms:

i) That in the preparation of the Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed and proper explanations have been provided for material departures, wherever applicable;

ii) That the Board of Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 or Loss of the Company for the year under review;

iii) That the Board of 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; and

iv) That the Accounts for the Financial Year ended 31st March, 2014 have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

In accordance with the Provisions under Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance along with the Auditors’ Certificate on its compliance and Management Discussion and Analysis Report are annexed to this Report.

PERSONNEL

As briefed in the previous paras that the manufacturing operations in Sahaganj Plant in West Bengal and Ambattur Plant in Chennai suspended by the Management w.e.f. 8th October, 2011 and 21st February, 2012 respectively. However the Management of the Company is in dialogue with unions and Government to arrive at an amicable settlement as well as for the earliest restart of the operations at both Plants.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Reports and Accounts of the Subsidiaries of your Company, M/s. Ebony Commercials Private Limited, M/s Dunlop East Limited and M/s Dunlop South Limited are attached.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and gratitude to the Governments of West Bengal and Tamil Nadu its Bankers and Employees and above all its Shareholders, for providing continued support from time to time for the revival of Your Company.

	For and on behalf of the Board
Place : Kolkata	A. K. Agarwal	Dipak Das
Date : 29th May, 2014	Director	Director