sti products india ltd Directors report

STI PRODUCTS INDIA LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Dear Shareholders, The Directors have pleasure in presenting the 37th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31st March, 2011. PERFORMANCE DURING THE YEAR: The continuance of closure of manufacturing operations during the year has resulted in losses to the Company, as with no manufacturing operations. The accumulated losses of the Company as at 31st March, 2011 were marginally up at Rs. 2,857.56 Lacs (Previous year Rs.2,850.64 Lacs). FINANCIAL RESULTS: As the Company did not has any manufacturing operation during the year, the financial figures are not comparable with the previous year, a summary of which is as under: (Rs. in Lacs) Particulars 2010-11 2009-10 Authorized Share Capital 400.00 400.00 Other Income - 24.26 Total Expenditures 0.93 49.98 Gross Profit/(Loss) (0.93) (25.72) Provision for taxation Goodwill written off Net Profit/(Loss) (0.93) (25.72) Balance b/f from previous year (2,850.63) (2,824.91) Balance carried to Balance Sheet (2,851.56) (2,850.63) CLOSURE OF THE COMPANY: With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice with effect from 1st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more than 2 years there is no employee working in the Company. The Company also does not own any assets for its operations. REFERENCE TO THE BIFR: The members are aware that as the accumulated losses as on 31st March, 2004 had went up to Rs. 1099 Lacs, the net worth of Rs. 871 Lacs of the company got completely eroded in the year 2003-04 and the provisions of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, (SICA) became applicable on the Company, Accordingly the Company had made a reference for registration to the Board for Industrial and Financial Reconstruction (BIFR). The Honble BIFR has in its hearing held on 12th July, 2006 dismissed the reference filed by the Company on the ground that the Company does not own any industrial unit. FUTURE OUTLOOK: As already informed to all the members earlier the company does not expect to commence any operations in the company as the Plant & Machinery and other fixed assets of the company have already been disposed off and therefore the prospects of the company appears to be critical. The management of the Company also does net expect any turn around in the Company in near future. DIRECTORS: Mr. Nirmal Singh, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. AUDITORS: The Auditors, M/s. G R S R A & CO., Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. DIRECTORS COMMENTS ON AUDITORS QUALIFICATION: Your Directors have taken note of the observations/suggestions of the Companys Auditors in their report including its annexure and positive measures have been taken to implement the same. All their points have been adequately covered and explained in the report of the Board of Directors as well as in notes to the accounts. SECRETARIAL AUDITORS: As per the amendment in Section 383A of Companies Act, 1956 read along with Companies (Appointment and Qualification of Secretary) Rules, 1988 w.e.f. 31st March, 2009, Company is required to obtain a certificate from a secretary in whole-time-practice under the Companies (Compliance Certificate) Rules, 2001 accordingly, M/s. Rao Saklecha & Co., Practicing Company Secretary, Indore has appointed the Secretarial Auditors of the company M/s. Rao Saklecha & Co, Practicing Company Secretary, Indore, Secretarial Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. SECRETARIAL COMPLIANCE CERTIFICATE: As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors Report. REPORT ON CORPORATE GOVERNANCE: In absence of any regular revenue stream, the Company is finding it difficult to comply with the provisions of listing agreement, however, the company has fairly complied with the requirement of Corporate Governance in terms of clause 49 of listing agreement. A detailed Corporate Governance Report is annexed as Annexure to the report. DIRECTORS RESPONSIBILITY STATEMENT: Your Directors confirm that: * In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; * The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year. * The Directors have 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; and * The Directors have prepared the annual accounts considering that all the fixed assets of the company or have been disposed off, dismissal of reference with BIFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year. PARTICULARS OF EMPLOYEES: The provisions of Section 217(2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company. FIXED DEPOSITS: The Company has not accepted deposits from the public during the year. INDUSTRIAL RELATIONS: Industrial relations with the employees were cordial upto the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels upto the date of settlement. ACKNOWLEDGEMENT: The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders. For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED (K.N. Garg) Chairman Place: Indore Date : 30th June, 2011.