DIRECTORS
To,
The Shareholders,
Your Directors have pleasure in presenting this Twenty Sixth Annual Report of your
Company together with the Audited Accounts for the year ended ended 30th June,
2014. The comparative figures of the financial results of the Company for the year under
review vis-a-vis those of the last year are given below:
FINANCIAL RESULTS
| Particulars |
Year ended |
15 months periodEnded |
|
30.06.2014 |
30.06.2013 |
|
(Rs In lacs) |
(Rs in lacs) |
| Sales/Income from Operations |
7069.25 |
18654.21 |
| Other Income |
27.73 |
42.56 |
| Profit/(Loss) before interest, Depreciation & Taxation |
(376.30) |
1348.59 |
| Profit/(Loss) after exceptional item, interest and Depreciation |
(3230.38) |
160.65 |
| Profit/(Loss) before Taxation |
(3230.38) |
160.65 |
| Provision for Taxation |
nil |
35.00 |
| Provision for Deferred Taxation |
(3.39) |
(34.14) |
| Profit/(Loss) after Taxation |
(3233.77) |
159.79 |
| Income Tax for earlier years |
(127.09) |
0.00 |
| Profit/(Loss) brought forward |
(3360.86) |
639.02 |
| Profit available for appropriation out of which Directors recommend appropriations as
under |
- |
798.81 |
| Transfer to General reserve |
-- |
-- |
| Balance carried to Balance Sheet |
(3360.86) |
798.81 |
OPERATIONS
During the twelve months under review, your Company achieved a turnover of Rs .
7069.25 lacs during the year under review as against that of Rs .18654.21 lacs
for the 15 months period ended 30.06.2013 during the last year. The Profit /(loss) before
tax and after tax for the year ended under review was Rs .(3230.38) lacs and Rs .(3233.77)
lacs respectively as compared to Rs . 160.65 lacs and Rs . 159.79 lacs during
the 15 months period ended 30.06.2013. In view of losses incurred during the year under
review, the Directors do not recommend any dividend for the year under review.
During the year under review, the turnover of the company has declined due to
discontinuance of many products viz. Richfeel and Stay on etc. However, the Company is
concentrating on developing its own products in future. During the year, the Company had
to write off certain old Trade receivables to the extent of Rs 1896.57 lacs since the same
were found non recoverable.
MANAGEMENT DISCUSSION AND ANALYSIS :
The detailed analysis of the operating performance of the Company for the year ended
30.06.2014, the state of affairs and the key changes in the operating environment has been
included in the Management Discussion and Analysis Section which forms a part of the
Annual Report.
DIRECTORS
Mrs. Urvashi Saxena who retires by rotation has resigned as independent director w.e.f.
13th February 2015 with an intent not to be re-appointed and company resolved not to fill
in the vacancy. Mr. B.L. Gupta who retires by rotation has resigned as independent
director w.e.f. 12th December 2014 with an intent not to be re-appointed and company
resolved not to fill in the vacancy. There is no re-appointment of any director who are
retiring by rotation. Therefore as required under Clause 49 of the Listing Agreement,
details are not given in the report on Corporate Governance, forming part of this Annual
Report. The company shall induct required number of independent Directors to conform to
clause 49 of the listing requirements in due course.
BANKERS
During the year under review, The Saraswat Co-operative Bank Limited, Bankers to the
Company who had sanctioned various credit facilities to the Company have transferred and
assigned all the facilities to Phoenix ARC Pvt Ltd., Mumbai. Discussions with the said
asset reconstruction company is under process.
ASSETS
Fixed Assets worth Rs 9.14/- lacs were sold during the year ended on 30.06.2014. The
Company is in the process of reviewing its assets and stocks at various locations for
providing adequate insurance cover.
AUDITORS
The Statutory Auditors of the Company, M/s. S. S. Khandelwal & Co., Chartered
Accountants, will retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. M/s. S.S. Khandelwal & Co. have expressed their
willingness to act as the statutory auditors of the Company and has furnished a
certificate that their appointment, if made, would be in conformity with the provisions of
Section 139 of the Companies Act, 2013. As per the recommendation of Audit Committee, the
Board proposes the re-appointment of M/s. S.S. Khandelwal & Co., Chartered Accountants
as Statutory auditors for a term of three years commencing from the conclusion of this
ensuing Annual General Meeting till the conclusion of Annual General Meeting for the
financial year 2016-17, subject to ratification by shareholders at each subsequent Annual
General Meeting. Members are requested to re-appoint the Statutory Auditors.
AUDITORS’ REPORT:
The comments/observations of the Auditors, if any, are self explanatory and do not call
for any further explanation or clarification except the following: As regards comments of
Auditors under Basis for Qualified Opinion item No.1 Fixed Assets, some of the plant and
machineries have not been fully operational during the year due to discontinuance of
various divisions/products and certain factors beyond the control of the management.
However, Company has already initiated complete restructuring internally and is confident
of factories to be functional at its optimum level in the coming years. Under item No. 2
Legal suits- the Company is in the process of settling the cases that are filed against
the Company. As regards Auditors comments on Emphasis of matter item No. 1, the management
believes that the going concern assumption is not affected in view of management’s
efforts to streamline company’s operations. As regards the comments of Auditors in
item no. (vi) of annexure to Auditors’ Report in respect of strengthening the
internal audit system, the Company is taking due care of the same. As regards the comments
of Auditors item no. (ix)(a) of Annexure to Auditors’ Rerport in respect of delays in
payment of certain statutory dues, the Company has paid certain dues since the close of
the year under review. As regards comments of Auditors in item no. (x) the Company had to
write off its certain receivables which were not recoverable for long in spite of efforts
to recover the same. As regards comments of Auditors in item no. (xi) outstanding dues of
facilites sanctioned to the company by a bank were assigned and transferred to a Asset
Reconstruction company by the bank on 28th March, 2014. Company is in negotiation with the
said reconstruction company for a settlement.
COST AUDIT
In terms of the order issued by the Central government under section 233B of the
Companies Act, 1956, the Company was required to appoint cost auditors to get the audit of
the cost records of the company done by the member of the Institute of Cost & Works
accountants of India (ICWA). Accordingly, the Company had appointed M/s. Sevekari, Khare
& Associates, Cost Accountants, as the Cost Auditor for the financial year upto
2013-14. However, M/s. Sevekari, Khare & Associates have showed their unwillingness to
continue as Cost auditors for the financial year 2014-2015. Accoridngly, pursuant to
Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Cost records and
Audit) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit
Committee, has approved the appointment of Mr. T.M. Rathi, Mumbai, Cost Auditors to
conduct the audit of cost records of the Company for the financial year 2014-15 at a
remuneration of 1,00,000/- plus out of pocket expenses at actuals subject to ratification
by the shareholders at the ensuing Annual General Meeting. Necessary resolution for
appointment and fixing remuneration to the Cost Auditors is proposed for ratification of
members in the ensuing Annual General Meeting. The Cost Audit Reports of the Company for
the year ended 31.03.2012 has been filed with the central government since the close of
year under review. The Cost Audit reports for the years 2012-13 and 2013-14 are under
finalization and shall be filed with central government soon.
DEPOSITS
Your Company has not invited or accepted deposits which are covered under Section 73 of
the Companies Act, 2013 (corresponding Section 58A of the Companies Act, 1956) and the
Rules made there under.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms
part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, this Report and Accounts are being sent to all members of the Company
excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies
Act, 1956. Any Member interested in obtaining a copy of the said statement may write to
Company Secretary at the Administrative Office of the Company.
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
preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures; ii) that the Directors have
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 profit of the
Company for the year ended 30.06.2014; iii) that the Directors had taken proper and
sufficient care for the maintenance of adequate accounting records for the year ended
30.06.2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding
the assets of the Company and for preventing and detecting of fraud and other
irregularities; and iv) that the Directors had prepared the accounts for the year ended
30.06.2014 on a ‘going concern’ basis.
INDUSTRIAL RELATIONS
The industrial relations had generally been cordial throughout the year under review.
CORPORATE GOVERNANCE
According to clause 49 of the Listing Agreement, report on Management Discussion &
Analysis, Corporate Governance as well as Auditors Certificate regarding the compliance
with the conditions of corporate governance are attached herewith and forms part of this
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, in
accordance with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this
Report.
ACKNOWLEDGEMENT
The Board desires to place on record, its appreciation to its employees at all levels.
Your Directors also wish to place on record their appreciation and acknowledge with
gratitude the support and co-operation extended by the clients, bankers and investors and
look forward to their continued support.
For and on behalf of the Board of Directors Dr. Anuj Saxena
ANNEXURE – I
FORM ‘A’
| A. |
Power & fuel consumption |
Year ended |
15 months period ended |
|
|
30.06.2014 |
30.06.2013 |
| 1. |
Electricity Purchased |
|
|
|
Units |
175925 |
795342 |
|
Total Amount |
Rs 2037141 |
Rs 69,49,044 |
|
Rate Unit |
11.80 |
Rs 8.74 |
| 2. |
Coal |
N.A |
N.A |
| 3. |
Furnace oil (L.D.O.) |
|
|
|
Quantity (ltrs) |
9538 |
81558 |
|
Total amount |
Rs 708692 |
Rs 55,76,105 |
|
Average rate |
Rs 74.3 |
Rs 68.37 |
| 4. |
Others/internal generation |
|
|
|
Units |
- |
2289 |
|
Diesel consumed |
- |
2855 |
|
Value |
- |
Rs 1,06,989 |
|
Rate |
- |
Rs 37.47 |
B. Consumption per unit of production
Since the company manufactures several formulations and having regard to the records
and other books maintained by the Company, it is impractical to apportion the utilities.
FORM ‘B’
Research & development (R & D)
At present, the company is not carrying out any significant research and development
activities and, therefore, there is no expenditure under this head nor is any other
benefit accrued from it.
Foreign exchange earnings and outgo
The foreign exchange outgo of the Company for the year under review was Rs 59,94,914/-
on account of imports of finished goods and Foreign exchange earnings during the year
under review was Rs 21,17,151/- on account of Export of Goods on FOB basis.
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