Janice Textiles Ltd merged Directors Report

JANICE TEXTILES LIMITED ANNUAL REPORT 2003-2004 DIRECTORS REPORT Dear Members. The Directors hereby present their Eleventh Annual Report together with the audited statement of account, for the year ended 11st March, 2004. FINANCIAL RESULTS : Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs) Revenue/Other Income 0.23 9.53 Profit / (Loss) before & after Tax (28.30) (83.29) Debit Balance B/F (602.92) (519.63) Loss carried to Balance Sheet (631.22) (602.92) DIVIDEND Directors do not recommend any dividend for distribution to shareholders. OPERATIONS The Companys unit at Murbad did not have any operations during the year. AMALGAMATION WITH ALKA INDIA LIMITED Due to the current scenario in the textile sector and considering, that the companys unit at Murbad is lying idle for the last 3 years and considering that there is banks liabilities, the Company had no option but to initiate talks with Alka India Ltd. for a proposed merger subject to necessary approvals. The company has already taken steps for the same and intimated The Stock Exchange, Mumbai accordingly and sanction is awaited. AUDITORS REPORT Directors refer to the observations made in the auditor, report and the same is explained in the note to Accounts. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 21 7 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement. The Directors confirm that ; (a) In the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departure,: (b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on 31st March 2003 and of the loss of the Company for the year ended 31st March 2004. (c) Proper and sufficient care have been taken 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. (d) The annual accounts have been prepared on a going concern basis. PARTICULARS OF EMPLOYEES During the accounting year under review, the Company did not have any employees whose particulars are required to he furnished under Sub-section (2A) of Section 217 of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is enclosed herewith. CORPORATE GOVERNANCE As required by Clause 49 of the Listing Agreement a report on Corporate Governance is appended alongwith a Certificate of Compliance from the Auditors. FIXED DEPOSITS The Company has not accepted any deposit from Public and Shareholders and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules. 1975. LISTING The companys shares continue to be listed on The Stock Exchange. Mumbai and delisted from The Delhi Stock Exchange Association Ltd, with effect from 31.03.2004. DIRECTORS In accordance with the provisions of the Companies Act. 1956 and Article 118 of the Articles of Association of the Company. Shri Suryakant H. Mehta and Shri Karamchand Goel retire by rotation at the ensuing Annual General Meeting and being eligible. offer themselves for re-appointment. AUDITORS The Present Statutory auditors Ms. V. Parekh & Associates. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Members are requested to appoint auditors and fix their remuneration. APPRECIATION Your Directors acknowledge with gratitude the co-operation and assistance received from other agencies and bankers during the year. for and on behalf of the Board of Directors SURYAKANT H. MEHTA Mumbai : 31st August 2004 CHAIRMAN ANNEXURE TO DIRECTORS REPORT Information as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forming part of the Directors Report for the year ended 31st March. 2004: A. Energy Conservation Energy consumption is being monitored at regular intervals. Power & Fuel Consumption This Year Previous Year (2003-04) (2002-03) 1. Electricity Purchased - - Units (KVA) Total Amount (Rs) 10,05,785 8,96,031 Average Rate / KVA 2. High Speed Diesel for - - Quantity (Ltr.) Total Cost (Rs.) - - Average Rate / Ltr. (Rs.) - - B. TECHNOLOGY ABSORPTION The Companys Manufacturing process is based on indigenous, technology and hence the question of absorption of technology does not arise. C. FOREIGN EXCHANGE EARNING AND OUTGO There were no foreign exchange earnings nor outgo during the year for and on behalf of the Board of Directors SURYAKANT H. MEHTA Mumbai : 31st August 2004 CHAIRMAN