super syncotex india ltd Directors report

DIRECTORS REPORT

TO,

THE MEMBERS

The Directors of your company is presenting their 31st Annual Report of the company along with the Audited statement of Accounts for the year ended 31st March 2012 and Auditors Report thereon.

1. FINANCIAL RESULTS

PARTICULARS	This Year 2011-12	Previous Year 10-11
Operational profit /(Loss)before financial expenses and depreciation	(4.88)	(0.10)
Less: Financial Expenses	(0.00)	-
Gross Profit /Loss	(4.88)	(0.10)
Less: Depreciation	(0.05)	-
Net profit /Loss After depreciation	(4.93)	(0.10)
Add: Balance brought forward from earlier years	(550.21)	(550.31)
Balance carried forward	(555.14)	(5550.21)

2. PERFORMANCE

The performance of the company during the year ended 31st March , 2012 was poor. During the year under review there is no major activities took place.

During the year, your company could have achieved a net turn over of Rs.30.43 Lacs as against Rs.Nil lacs in the preceding year which includes export turn over (FOB)amounting to Rs.Nil Lacs as against Rs.Nil Lacs of last Year.

3. LISTING OF SHARES

Presently the equity shares of the company are listed at Mumbai stock Exchange.

4. AUDITORS

M/S S.S.Surana & Company Chartered Accountants, Auditors of the company is to retire at the ensuring Annual General meeting of the company and are eligible for reappointment. The observation in the Auditors Report are dealt with in the notes to the accounts at appropriate place and are self explanatory.

5. DIRECTORS

Shri B.S.Sacheli is to retire at the ensuring Annual General meeting of the company and being eligible offer himself for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

Statement of Directors responsibility pursuant to the provisions of section 217(2AA) of the companies Act, 1956, forming part of the Directors Report for the year ended 31st March 2012.

DIRECTORS CONFIRM:

(i) That in the preparation of the annual accounts , the applicable accounting standards policy.

(ii) That the Directors have selected such accounting policies and applied them consistently and made estimate 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 2011-12 and of the profit /loss for that period.

(iii) That 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 & detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

7. SICKNESS OF THE COMPANY.

Pursuant to the provisions of section 3 (1) (o) of the Sick Industrial Companies ( Special Provisions) Amendment Act, 1993. Your Company had become sick industrial company since at the end of the financial year 2003-04 the accumulated losses of the company exceeds its entire networth.

Therefore pursuant to the provisions of section 15 of SICA. 1985, the Company has filed a reference to the BIFR which has been registered vide No. 288/2003 dated 30th July, 2003 & Company declared sick by BIFR on 03.01.2006.

8. REVIVAL OF INDUSTRIAL UNIT :-

The promoters of the Company have taken effective steps for revival of the Industrial undertaking of the Company. One time settlement proposal was given to Fls & Banks. The settlement of dues of all the FIS and Banks has been done before 31^st March, 2008. To rehabilitate the unit it has been planned to demerge the spinning Unit at khari- Ka-Lamba of the Company based on valuation of assets. The demerger will result into issue of equity shares by demerged unit and substantial reduction in existing Equity share capital of the Company.

The scheme of de-merger, reduction in Equity Share capital and scheme of revival of sick industrial undertaking and scheme for making the net worth positive of the Company has been submitted to the Honble BIFR for its approval. The Honble BIFR has approved the scheme accordingly Spinning Unit at Khari-Ka-Lamba has been demerged from SSIL and merged into M/s Suzuki Textile Ltd.,(STL) and assets and liabilities as per the scheme transferred to STL in the accounting the year 2009-2010. After making the adjustment & provisions of the scheme the net worth become the positive. The re-listing of the shares are in the process. The implementation of the scheme is under process.

9. OBSERVATION IN AUDITORS REPORT :-

The qualifications & observations by auditors have been explained in notes on accounts. After demerger /revival suitable steps will be taken to complete with the observation of auditors.

10. PERSONNEL / INDUSTRIAL RELATION :-

During the year under review, employees were not retained in view of closure of unit of the Company.

There was no employee drawing remuneration in excess of limit prescribed under section 217 (2A) of the companies Act, 1956 read with the companies ( particulars of employees) Amendment Rules, 1999.

11 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required by the Companies (Disclosure of particulars in the report of Board of Directors) Rules. 1988, the relevant data pertaining to energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure I forming part of this report.

12 REPORT ON CORPORATE GOVERNANCE .

Pursuant to clause 49 & 51 of the Listing Agreement entered into with the Stock Exchange, the informations pertaining to Report on Corporate Governance are given in Annexure II forming part of this report.

13. DEMATERIALISATION OF SECURITIES OF THE COMPANY.

M/s Bigshare Services Pvt. Ltd., Mumbai is working as Registrar for electronic connectivity with both the Depositories and 42.31% equity shares of the Company have already been dematerialized till 31st March, 2012 through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

14. ACKNOWLEDGEMENT.

Your Directors take this opportunity to express their sincere thanks for the continued financial support and valuable guidance and assistance provided by the various departments of Central and State Governments, Financial Institutions, Bankers and business constituents during the year under review.

For and on behalf of the Board

Place : Jaipur	B. S. Sacheti
Date : 30at May. 2012	Chairman-cum-Managing Director

ANNEXURE-I TO THE DIRECTORS REPORT

Particulars as required under Companies (Disclosure of particulars in the report of Board Directors) Rules, 1988 and forming part of Directors Report for the year ended 31st March, 2012.

A. Conservation of Energy :
a) Energy conservation	— Nil —
Measures taken.
b) Additional measures taken	— Nil —
c) Power & fuel consumption	Form "A" appended.
B. Technology Absorption.	— Nil —
C. Foregin Exchange earning and outgo
a) Total Foregin Exchange earned	— Nil —
b) Total Foregin Exchange used	— Nil —

FORM "A"

Form for disclosure of particulars with respect to conservation of energy -

	This year 2011-12	Previous year 2010-11
A. Power & Fuel Consumption]
1 Electricity	-	-
A. Own Generation-
i. Through Diesel Generator ( Units)	-	-
Units per Ltr. of Diesel Oil / L.D.O.	-	-
Diesel Oil /L.D.O. Cost Rs.	-	-
Rate / Unit in Rs.	-	-
ii. Through F.O. Generator ( Units )	-	-
Units per Ltr. Of F.O.	-	-
F.O.Cost Rs.	-	-
Rate / Unit in Rs.	-	-
2 Cost ( Process Steam)
Quality	-	"B" Grade
Quantity (Tonnes)	—	—
Total Cost Rs.	—	—
Average rate / tonne ( Rs.)	-	-
B. Consumption Per Unit of Production
Electricity in Kg of yarn ( Units)	-	-
Coal per Kg. of yarn ( Kgs.)	-	-