DIRECTORS REPORT
To,
The Members,
ABEE INFO-CONSUMABLES LIMITED.
Your Directors hereby present the 20th Annual Report together with the Audited Accounts
of your company for the year ended March 31, 2012.
1. FINANCIAL RESULTS:
The summarized financial results for the year ended 31st March, 2012 are as under:
| PARTICULARS |
FOR THE YEAR ENDED 31.03.2012 |
FOR THE YEAR ENDED 31.03.2011 |
| Income |
1,37,47,083 |
1,01,14,047 |
| Less : Expenditure |
1,45,02,778 |
1,65,70,772 |
| Net Profite / (Loss) before Tax |
(755,696) |
(6,456,025) |
| Less : Provision for Tax |
0.00 |
0.00 |
| Less : Deferred Income Tax |
(21,877) |
(1,77,416) |
| Profit / (Loss) after Tax before extraordinary items |
(733,819) |
(6,278,609) |
| Less: Extraordinary items |
NIL |
NIL |
| Loss after extraordinary items |
(733,819) |
(6,278,609) |
| Add: Opening balance of General Reserves |
(73,231,166) |
(66,952,557) |
| Balance Carried over to Balance Sheet |
(73,964,985) |
(73,231,166) |
| Earnings per Share |
(0.07) |
(0.63) |
2. ANNUAL PERFORMANCE & FUTURE PROSPECTS:
During the period under review, the company has incurred losses of Rs. 733,819/- The
Company has relatively strived to reduce the losses this year as compared to the earlier
years losses which were Rs. 6,278,609/-. The companys turnover has basically reduced due
to the change in printing technology and reduction in the usage of Dot Matrix Printers and
heavy competition from the unorganized sectors.
Your Directors are continuously looking for avenues for future growth and development
of the Company.
3. DIVIDEND:
In absence of Profits, Your Directors do not recommend any dividend for the year ended
31st March, 2012.
4. BOARD OF DIRECTORS:
During the period under review, the following changes in the composition of the Board
of Directors took place;
a. Maj. Gen. Prabhakar Deshpande were regularized as the Independent Directors of the
company w.e.f 30th September, 2011.
b. Mr. Shamsunder Bhandari and Mr. Purushottam Kabra, who were liable to retire by
rotation at the Annual General Meeting held on 30th September, 2011 were reappointed as
the Directors of the company.
In accordance with the provisions of the Companies Act, 1956, Mrs. Priya somani and
Mrs. Radhika Joglekar, Directors of the company retire by rotation at the ensuing Annual
General Meeting. The Company has received consent letters from the said Directors offering
themselves for reappointment as the Directors of the company.
5. COMMITTEES OFTHE BOARD OF DIRECTORS:
In pursuance to complying with the Listing Agreement, your Company has various
Committees.
The Details of the Committee are as follows;
| Name Of The Committee |
|
Current Constitution Of The Committee |
| Audit Committee |
1 |
Mr. Purushottam Kabra |
Independent Director |
|
2 |
Maj. Gen. Prabhakar Deshpande |
Independent Director |
|
3 |
Mrs. Radhika Joglekar |
Executive Director |
| Shareholders Grievance |
1 |
Mr. Purushottam Kabra |
Independent Director |
| Committee |
2 |
Mrs. Radhika Joglekar |
Executive Director |
|
3 |
Mrs. Priya B. Somani |
Executive Director |
| Remuneration |
1 |
Mr. Shamsunder Bhandari |
Independent Director |
| Committee |
2 |
Maj. Gen. Prabhakar Deshpande |
Independent Director |
|
3 |
Mr. Purushottam Kabra |
Independent Director |
|
4 |
Mr. Badrinarayan B. Somani |
Chairman & Managing Director |
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the
Company hereby confirms that;
i. in preparation of the Annual Accounts, the applicable accounting standards have been
followed;
ii. 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 at the end of the financial year and of
the loss of the company for that period;
iii. the Directors had 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;
iv. the Directors had prepared the Annual Accounts on a going concern basis.
7. CASHFLOW/STATEMENT:
In conformity with the provisions of Clause 32 of the Listing Agreement, the cash flow
statement for the year ended 31st March, 2012 is annexed hereto.
8. AUDITORS:
M/s. Pawar & Associates, Chartered Accountants, Pune retire as the Statutory
Auditors of the company at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment. As required under the provisions of Section 224(1B) of the
Companies Act, 1956, the company has obtained a written certificate from them to the
effect that their reappointment, if made, would be in conformity with the limits specified
in the said section.
9. AUDITORS REPORT:
The comments of the Directors to the Remarks made by the Auditors in the Auditors
Report have been given in Annexure 1 which forms a part of this Report.
10. PUBLIC DEPOSITS:
During the period under review, the company has not accepted any Deposits falling
within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (
Acceptance of Deposits ) Rules, 1975. The company has not any unpaid / unclaimed
deposit(s) as on March 31,2012.
11. PARTICULARSOF EMPLOYEES UNDERSECTION 217(2A) OFTHE COMPANIES ACT, 1956:
The company does not have any employee in the company drawing remuneration in excess of
the prescribed limits as given under the provisions of the Companies Act, 1956. Thus no
particulars are required to be given as per Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, as amended.
12. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Details pertaining to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo have been given in Annexure 2 which forms a part of this
Report.
13. CORPORATE GOVERNANCE AND REPORT THEREON:
The Company is committed to maintain the sustainable business growth through standards
of Corporate Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of Indias Corporate Governance practices. The Managing
Director of the company has certified that the matters stated in the Financial Statement
are fair and true. The Report on Corporate Governance and the Management Discussion and
Analysis Report as on 31st March, 2012 as stipulated 1 under Clause 49 of the
Listing Agreement forms part of this Report.
The requisite Certificate has been obtained from the Statutory Auditors of the Company
confirming compliance with the conditions of Corporate Governance as stipulated under the
Clause 49 of Listing Agreement forms a part of this Annual Report.
14. GREEN INITIATIVE:
Asa good Corporate Governance and Environment friendly method, your company has decided
to initiate the procedure for issuing Reports/ Notices and servicing of other documents to
its Members, Directors, Auditors and all the persons entitled to receive the same through
electronic mode. For the same purpose the company has also issued letters to all the
Shareholders of the company for communicating us their email Id. The Management requests
all the shareholders to provide their email Ids to the company, So that the company can
look forward to the GREEN INITIATIVE. We are sure that you would appreciate the
"Green Initiative" taken by MCA (Ministry of Corporate Affairs and your
companys desire to participate in such initiative.
15. SUSPENSION OF TRADING ACTIVITY IN BOMBAY STOCK EXCHANGE:
As per our earlier communication to all the Shareholders of the company, Bombay Stock
Exchange has suspended the trading of Shares of the company since 01.01.2008. We would
like to inform you that the company has taken all necessary steps to comply with the
requisite provisions of the Companies Act, 1956 as well as the Listing Agreement. The
Company has been continuously replying to all the queries of the Stock Exchange and
getting positive replies from them. The Company is taking continuous efforts and is
attempting to revoke the suspension at the earliest and the Directors are hopeful to get
the company re-listed in the near future.
The Directors whole-heartedly regret the inconvenience caused to the members and
Investors of the company. But the reasons for the same are beyond the control of the
management.
16. INVESTORSRELATION AND GRIEVANCES:
Investors relations have been cordial during the year. As a part of compliance, the
Company also has Shareholders Grievance Committee to deal with the issues relating to
investors grievances and redressal. There are no pending investors grievances as on 31st
March, 2012. A confirmation to this effect has been received from the Companys Registrar
and Share Transfer Agent.
17. ACKNOWLEDGMENTS:
Your Directors place on record their gratitude and appreciation for the continued
support extended during the year by the companys clients, business associates, bankers
and government authorities. Your Directors also place on record their appreciation of the
dedication and contributions made by employees at all levels including the workmen, who
through their commitment, hard work and support have steered the company.
BY ORDER OF THE BOARD
FOR ABEE INFO- CONSUMABLES LIMITED,
SD/-
BADRINARAYAN SOMANI
CHAIRMAN & MANAGING DIRECTOR
Date: 16.07.2012
Place: Pune
ANNEXURE- 1
The following are the Directors comments on the Remarks/Qualifications of the Auditors
in the Auditors Report:
1. Point No. 4 (iv) of the Auditors Report:
In our opinion, subject to the accounting policies and notes to and forming part of the
Final Accounts, the Balance Sheet and Profit and Loss Account comply with the Accounting
Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956,
except AS-15 "Employee Benefits" and AS-26 "Intangible Assets"
Retirement benefits in the form of Gratuity, Post retirement medical benefit and Death
& disability benefit are considered as defined benefit obligations and are not
provided for.
point (O) of note 2 forming part of accounts:
Preliminary Expenses are amortized in equal installment over a period of ten years.
Authorized capital expenditure consisting of advertisement expenses is written off over a
period of ten years in equal annual installment. However such amortization over the period
of 10 years is not in conformity of provisions of Accounting standerd-26 "Intangible
Asset" as issued by the ICAI. Such expenditure is to be charged to profit and loss
account as per the said accounting standard.
As regards the Employee Benefits; the Board of Directors of the company would like to
mention here that the Company has paid gratuity payment to the eligible employees on
actual basis, as per companys policy.
On the point of Intangible Assets, Board of Directors informed that the Brand amortised
@ 10% every year from the financial year 2007-08. According to provisions of AS 26, it
will be amortised by the same way for next 5 years till the Brand value get nullified.
2. Point No. Hi (biJcUd) of the Annexure to the Auditors Report:
Company has not recovered or charged any interest on loans granted and taken from such
parties listed in the register maintained under section 301 of the Companies Act.
As the agreement for repayment of principal amounts and interest for the loans taken or
granted had not been executed, we are unable to make any specific comment on whether
payment of principal amount and interest are regular.
As the terms and conditions are not specified, we are unable to make any specific
comment on whether the overdue amount is more than one lakh or not.
The Board of Directors would like to inform that Company has not granted any fresh loan
to the Directors during the year and they assure that the amounts mentioned in Auditors
Report will repay as soon as possible.
3. Point No. vii of the Annexure to the Auditors Report:
In our opinion, the company has no an internal audit system commensurate with the size
and nature of its business.
The Board of Directors states here that since the company is incurring continuous
losses, it is not in a sound financial situation to set up a fully fledged Internal Audit
system. However the companys present system is commensurate to the size and nature of its
business.
4. Point No. ix(a}&(b) of the Annexure to the Auditors Report:
The Company is not regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, Income Tax, Investor Protection Fund, and other
material statutory dues applicable to it.
According to information and explanations given to us, there are disputed amounts
payables in respect of Income Tax & Excise duty, which are reported under Contingent
Liabilities.
On this point, the Directors would like to state that the Companys primary business is
to carry on the business of manufacturers, buyers, sellers, dealers and distributors of
computer ribbons, computer stationery and other computer consumables. The main activity of
the company relates to the Dot matrix Printer. However, due to the major changes in the
printing technology and preferences, the Companys Sales has declined significantly and
thus the Company was not in a sound financial position to pay the statutory dues within
the given time limit. However, the Company is in process of making the requisite provision
for the same and the directors of the company hereby affirm that the statutory dues will
be paid at the earliest. The Company is in process of regularizing the disputed amount
payables in respect of Income Tax.
5. Point No. x of the Annexure to the Auditors Report:
In our opinion, the accumulated losses of the Company are more than 50 percent of its
net worth. There are no cash losses during the current financial year.
The Directors comments here that the company has accumulated losses because the
turnover of the company has reduced due to significant changes in printing technology and
reduction in the usage of Dot Matrix Printers. The company is also facing heavy
competition from the unorganized sectors. Your Directors are continuously looking for
avenues for future growth and development of the Company.
6. Point No. xi of the Annexure to the Auditors Report:
According to the information and explanations given to us, the company has defaulted in
repayment of dues to a financial institution and bank. Interest provision on the loan
taken from Rupee Co-operative Bank (C. C. and T. L.) and Mahesh Sahakari Bank not charged
as the accounts statement of the same was not available. Both the loans are Non Performing
Assets in the record of Banks. Charge on the fixed assets of the Company i.e. Factory and
Office building, Stock in Trade and Book debts still exists. Court cases filed by both
these banks for recovery are pending as on date of Balance Sheet.
The Board of Directors wishes to inform you that the Mahesh Sahakari Bank has taken the
possession of fixed asset, i. e. Factory premises situated at Koregaon Bhima on 12th June
2012. Directors are taking efforts to repay the loan and repossess the asset as early as
possible.
All other remarks/qualifications are self-explanatory and do not call any further
comments from the Directors.
ABEE INFO-CONSUMABLES LIMITED
ANNEXURE N0.2TO DIRECTORS REPORT
|
CURRENT YEAR |
PREVIOUS YEAR |
|
(RS.) |
(RS.) |
| A. POWER & FUEL CONSUMPTION |
|
|
| 1. Electricity |
|
|
| A. * Purchase Units |
1536 |
1484 |
| Total Amount (Rs) |
7440.00 |
6288.00 |
| Avarage Rate/unit (Rs.) |
4.84 (per unit) |
4.24 (per unit) |
| 2. Own Generation |
NIL |
NIL |
| 3. Coal Utilisation |
NIL |
NIL |
| 4. Furnace Oil |
NIL |
NIL |
| 5. Other / Internal Generation |
NIL |
NIL |
| C. TECHNOLOGY ABSORPTION |
|
|
| Research & Development (R&D) |
NIL |
NIL |
| Technology Absorption, Adaptation and Innovation |
NIL |
NIL |
| FOREIGN EXCHANGE EARNINGS AND OUTGO |
|
|
| (A) Total Foreign Exchange Used and Earned |
|
|
| (A)Earned |
NIL |
NIL |
| (B) Used |
NIL |
NIL |
|
BY ORDER OF THE BOARD |
|
FOR ABEE INFO-CONSUMABLES LIMITED, |
|
SD/- |
| Date: 16.07.2012 |
BADRINARAYAN SOMANI |
| Place: Pune |
CHAIRMAN & MANAGING DIRECTOR |
+91-9892691696
