DIRECTORS' REPORT Dear Shareholders, The Directors have pleasure in presenting the 39th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31 st March, 2013. CLOSURE OF THE COMPANY With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice with effect from 1 st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more than 2 years there is no employee working in the Company. The Company also does not own any assets for its operations. OPERATIONS During the year under review, the Company could not operate its business satisfactorily due to non availability of any business opportunity. FUTURE OUTLOOK The management of the Company expects to commence operations at any other alternate place and therefore any turning around of the Company in the near future is very likely. DIVIDEND In view of the accumulated losses, your Directors regret their inability to recommend dividend for the year. FIXED DEPOSITS The Company has not accepted deposits from the public during the year. DIRECTORS Mr, K. N. Garg, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. AUDITORS M/s. S. M. N. P. & Co., Chartered Accountants, Mumbai having Firm Registration Number 105929Wthe Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. AUDITORS' REPORT Comments on the qualified opinions of the Auditors are already quantified and adequately dealt with in the notes to the account. Except these, there are no specific observations in the Auditors' Report requiring further comments under Section 217(3) of the Companies Act, 1956. SECRETARIAL COMPLIANCE CERTIFICATE: As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors' Report. REPORT ON CORPORATE GOVERNANCE The Company has fairly complied with the requirement of Corporate Governance in terms of Clause 49 of the listing agreement. A detailed report on Corporate Governance is given in the Annexure I which form part of this report. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that: ?:? in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ? the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year; ? 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 and detecting fraud and other irregularities; ? the Directors have prepared the annual accounts considering that all the fixed assets of the company or have been disposed off, dismissal of reference with BIFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year. PARTICULARS OF EMPLOYEES The provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company. INDUSTRIAL RELATIONS , Industrial relations with the employees were cordial up to the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels up to the date of settlement. ACKNOWLEDGEMENT The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders. For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED K. N. Garg Chairman Place: Indore Date: 20th August, 2013 |