DIRECTOR'S REPORT TO THE MEMBERS Your Directors present before you the Seventeenth Annual Report and the Statement of Accounts for the Year ended September 30, 2010. Dividend In view of loss in the current year, the Directors have not recommended and dividend for the year 2009-10. Operations The operations during the year was on conversion basis. Total gross turnover during the year under report was Rs.465.20 Lacs. The number of laminated tubes produced on conversion basis during the year were "'63.66 Lacs, and number of printing images produced on conversion basis were 905.38 Lacs and the number of laminated tubes converted during the year were 821.22 Lacs and number of printing Images converted were 871.32 Lacs. Status of Sanctioned Scheme of BIFR. The Company had made a reference to the Board for Industrial and Financial Reconstruction (DIFR) under Section 15 (1) of the Sick Industrial Companies (Special Provision) Act, 1985 on 7th November 2001. Subsequently the Company filed a rehabilitation scheme on 13-08-2007 jointly with Essel Propack Limited (EPL) who agreed to act as Co-promoter for revival of the Company The Hon'ble BIFR vide its Order dated February 17, 2009 sanctioned the "Rehabilitation / Scheme" submitted by the Company. However due to global meltdown and recessionary conditions which adversely affected the operations there was a delay in the implementation of the Sanctioned Scheme of BIFR. The Company carried out the derating of the share capital upto 95% of the equity share capital and 20 shares were consolidated into one fully paid equity share of Rs. 10 each as envisaged in the scheme and share capital is presently Rs.1038.32 Lacs. The Promoter's Associates and the Co-Promoter has infused funds by way of Equity to the tune of Rs. 410.91 Lacs each aggregating to Rs 821.82 Lacs and accordingly 82,18,200 new shares of Rs. 10/- each have been allotted to them as per the Sanctioned Scheme. These funds have been utilised to pay the secured creditors and other liabilities. However the operations are still not viable and the production will take more time to scale up to its capacity. The Company also faces problem of working capital as it has no banking assistance. The rehabilitation of the Company will be thus impacted during the time frame as per the scheme. Directors Mr.Roger C.B. Pereira , Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Particulars of Employees There is no employee in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975. Conservation of energy, technology absorption and foreign exchange earnings / outgo During the year, the Company has maintained strict control on energy consumption through efficient monitoring of the energy consumed in the plant and the administrative block. The Company seeks need-based foreign technical assistance from its machine manufacturer. The Foreign Exchange earnings and outgo for the year under review were Rs. Nil. Auditors The report of the Auditors of the company are self explanatory and matters pertaining to Auditor's qualification are explained hereunder pursuant to Section 217(3) of the Companies Act, 1956. i) Retirement Benefits;- Gratuity has not been provided on actuarial basis and the entire amount of Gratuity payable to the employees has been fully provided for in the financial statement. This does not materially affect the accounts of the Company since the same has been already provided for. M/s N. P Gandhi & Co., Chartered Accountants, the Auditors of the Company retires at the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors and to fix their remuneration. Personnel Industrial relations continued to be cordial throughout the year. The Board places on record its appreciation for the services rendered by staff and Managers of the Company. Appreciation Your Directors place on record their appreciation of ,the ready co-operation and assistance always extended by the Financial Institutions, Banks, Customers and Suppliers of the Company. Directors’ Responsibility Statement The Directors state that: (I) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 the year. (II) 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 as amended, 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. Corporate Governance and Management Discussion and Analysis Reports Corporate Governance and Management Discussion and Analysis Reports are set out as separate Annexures to this Report. For and on behalf of the Board Sameer A. Kaji Chairman & Managing Director Dated; Mumbai, November 15, 2010 |