B K Duplex Board Ltd Directors Report

B.K. DUPLEX BOARD LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Your Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011. WORKIING RESULTS (Amount in Lacs) Particulars 31-3-2011 31-3-2010 Total Income 0.00 1.44 Depreciation 0.00 0.00 Profit(Loss) before Tax (0.44) 0.73 Provision for Tax-FBT 0.00 0.002 Profit (loss) after Tax (0.44) 0.73 DIVIDEND: With a view to conserve resources for future requirements your Directors express their inability to recommend the payment of dividend for the year under review. DIRECTORS: Mrs. Harbans Kaur and Mr. Parveen Malhotra retire at the ensuring Annual General Meeting, and being eligible offer themselves for reappointment. DIRECTORS RESPONSIBILITY STATEMENT: Your Directors State:- i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure; ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that ate 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 the loss of the Company for the period; iii) That the Directors had 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 Directors had prepared the annual accounts on a going concern basis. FIXED DEPOSITS: Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review. CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE: Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure A and B respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. LISTING AGREEMENTS REQUIREMENTS The securities of your company are listed at the Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. Trading in company s securities remains suspended at Bombay Stock Exchange for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange. BUY-BACK OF SHARES There was no buy-back of shares during the year under review. PARTICULARS OF THE EMPLOYEES None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise. AUDITORS M/s. Sumat Gupta & Co., Chartered Accountants, Ludhiana the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information as per 217 (i) e read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 and forming part of the Director s Report for the year ended March 31, 2011 is annexed hereto. (Annexure I). ACKNOWLDGEMENTS The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company s Bankers, its valued customers, employees and all other intermediaries concerned with the company s business. Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented. Place: Ludhiana For B.K. Duplex Board Limited Date : 01/09/2011 Sd/- Sd/- Director Director ANNEXURE TO DIRECTORS REPORT DISCLOSURE OF PARTICULARS UNDER 217(I)(E) OF THE COMPANIES ACT, 1956 UNDER THE COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE YEAR ENDED 31.03.2011 CONSERVATION OF ENERGY FORM-A The Company has over the years, taken several steps to conserve wherever possible, details of energy consumption are given below: FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY A. POWER OF FUEL CONSUMPTION 1. ELECTRICITY Current Year Previous Year a. Purchased Power (Units) 0.00 0.00 Total Amount (Rs.) 0.00 0.00 Rate/KHW (Rs.) 0.00 0.00 b. Own Generation Through Diesel Generator 0.00 0.00 KWM /Lt. Diesel Generator 0.00 0.00 2. COAL Quantity (Kg.) 0.00 0.00 Total Amount (Rs.) 0.00 0.00 Avg. Rate / MT (Rs.) 0.00 0.00 3. RICE HUSK & RAGS ETC. Quantity (Kg.) 0.00 0.00 Total Amount (Rs.) 0.00 0.00 Avg. Rate/MT (Rs.) 0.00 0.00 4. RAGS & PAPER WASTE Quantity (Kg.) 0.00 0.00 Total Amount (Rs.) 0.00 0.00 Avg. Rate/MT (Rs.) 0.00 0.00 B. CONSUMPTION PER UNIT OF PRODUCTION 1. White Duplex Board (MT) 0.00 0.00 Electricity (KWH/MT) 0.00 0.00 Coal (Kg./MT) 0.00 0.00 Rice Husk (Kg. MT) 0.00 0.00 2. TECHNOLOGY ABSORPTION Technology absorption, Innovation and Research & Development (R & D) is a continuing process at B. K. Duplex Board Limited and emphasis is given on quality improvement and product upgardation. Information as per FORM B of the Annexure to the rules is given below: FORM B 1. RESEARCH & DEVELOPMENT (R & D) a. Special Area in which R & D carried by the company: The company has adopted latest new technology. However, the R & D has been carried in the area of improvement in the production process and quality products. b. Benefits desired as result of above R & D: Creation of better market for company s products and better sales realisation. Further, the company has been able to improve market competiveness. c. Future course of action The management is committed to continue R & D to increase market competitiveness. d. Expenditure R & D Expenditure on in house Research & Development has been shown under the respective heads of expenditure in the profit & loss account, as no separate account is maintained. 2. PARTICULARS OF FOREIGN EXCHANGE EARNINGS & OUTGO Current Year Previous Year a. Earnings NIL NIL b. Outgo (Rs.) NIL NIL Place: Ludhiana For B.K. Duplex Board Limited Date : 01/09/2011 Sd/- Sd/- Director Director Management Discussion and Analysis Annexure - B Overall review, Industry Structure and Developments: Your Company is mainly engaged in the manufacturing and marketing of Duplex Board and Duplex Paper. The company s success has been driven by the pursuit of technological excellence in upgrading and modifying the manufacturing technologies so that to be one of the best in paper industry. The company enjoys excellent report with all its stakeholders and business constituents. Out Look: Opportunities and Threat The paper board industry as a whole continues to witness good trends. The overall increase in working capacity of the company, diversified product mix, expected economies of scale, highly responsive market conditions give us compelling reasons and surety for having optimistic outlook for substantial growth in the operating performance of your company in the times to come. Strengths 1. Excellent operating parameters. 2. Highly qualified, motivated and professionally competent workforce. 3. Adequate marketing network and large presence in institutional market. 4. Good acceptability in market place. Weaknesses 1. Industry highly cyclic in nature. 2. Prices and availability of basic raw materials, highly dependent on vagaries of nature. Company s Performance During the period under review, your company achieved a turnover and other income of Rs. 1.44 Lacs. However, due to increase expenditure the profit before tax stood at Rs. 0.73 lacs. Internal control System Your Company has adequate internal control systems, commensurate with its size and nature of business to ensure efficient utilisation and protection of assets, compliance with statutes and proper recording of all transactions. The company has also an Audit Committee constituted pursuant to the provisions of the Listing Agreement as well as under section 292A of the Companies Act, 1956 which reviews internal control system of the company from time to time besides looking into other areas in its scope. Financial performance with respect to operational performance Particulars 31-3-2011 31-3-2010 (Amount in Rs) (Amount in Rs) Total Income 0.00 1.44 Depreciation 0.00 0.00 Profit(Loss) before Tax (0.44) 0.73 Provision for Tax-FBT 0.00 0.002 Profit (loss) after Tax (0.44) 0.73