AFFLUENCE

KILLICK NIXON LIMITED

DIRECTORS REPORT

Your Directors have pleasure in presenting their Annual Report together with the audited Statements of Account for the year ended 31st March, 2013:

PERFORMANCE OF THE COMPANY  

FINANCIAL RESULTS:                                                                       

Dividend:     

In view of losses there is no recommendation for any Dividend.

OPERATIONAL VIEW

The Company has written-off the non-recoverables over the years which has resulted in the loss of  the Company.

The Notes to the Accounts are fully self-explanatory, and the Directors feel that no further clarification is required on the said Notes.

The Management is confident of turning around the Company in the next 5 to 7 years.

Inspite of payment by Decree Holder / Guarantor property attached by the Court. The matter is pending in the Supreme Court.

DIRECTORATE

Mr. T. B. Ruia retires by rotation and, being eligible offers himself for reappointment.

Mr. Arvind Kumar Gupta and Mr. Thretun B. Patel were appointed as additional Director at the Board Meeting held on 07.12.2012. The Company has received a notice u/s 257 of the Companies Act, 1956 in writing proposing the Candidature of Mr. Arvind Kumar Gupta and  Mr. Thretun B. Patel as a Director of the Company.

During the year Mr. Ravi P. Agarwalla reigned as Director with effect from 10.12.2012 and   Mr. Vijay Kumar Agarwalla resigned as Director with effect from 12.12.2012. Mr. J. B. Shah ceases to be Director of the Company with effect from 10th December 2012 due to his sad demise. The Company appreciates the services as a Director given by them.

LEGAL

The Company is already admitted under BIFR, Rehabilitation Scheme is pending due to various litigations with the Custodian and matter in High Court/ Supreme Court.

The Company's appeal in Supreme Court against the appropriation of dues by the custodian under decree was ruled against the Company and the refund expected by the Company as reported earlier is now lost.  The decrees are still not marked satisfied. Pending  appeal of GTB (Oriental  Bank of Commerce) against sale of buildings by the Special Court, the Company has made applications to Supreme Court for expeditious hearing and we expect a hearing soon. 

SUBSIDIARIES:

Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet and Profit and Loss Account of the Subsidiary Companies together with the Directors and Auditors' Report thereon are attached with the Annual Report of your Company.

Hon'ble Bombay High Court has passed the order of winding- up of one subsidiary Killick Air Couriers and Forwards Ltd. on 15.06.2012.

Deposits:

During the year the Company did not invite any deposits from public.

Particulars of Employees :

There were no employees drawing a remuneration exceeding Rs.60 Lakhs per annum when employed for the whole year or Rs.5 Lakhs  per month when employed for part of the year and hence, no disclosure  under Section 217(2A) of the  Companies Act, 1956 is made. 

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

(A)       Conservation of Energy: The Company does not have manufacturing activity. There are no specific areas, where energy conservation measures could be significantly undertaken.  As an ongoing process efforts are made to conserve and optimize the use of the energy through improved operations and other means.

            Disclosure of total energy consumption and energy consumption per unit of production as per Form A is not applicable to the Company.

(B)       Technology absorption, adaptation and innovations: The Company did not have any Technical Collaboration arrangement in force during the year under review and therefore disclosure under Form B is not applicable.

(C)       Foreign Exchange earnings and outgo:

            (i) Activities relating to exports etc:  NIL

          (ii) Foreign exchange used and earned:  NIL

REFERENCE TO B.I.F.R.

The Company has been declared a Sick Company under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA)  vide the order of BIFR dated 29-8-2006.  BIFR has appointed IDBI as the Operating Agency to prepare a viability study report and revival scheme for the Company which is in progress. The Company is awaiting the final

Supreme Court orders in the Custodian matters.

Directors' Responsibility Statement pursuant to Section 217(2AA) of the Companies Act, 1956.

The Directors confirm :

1.         that in the preparation of the annual accounts, the applicable accounting standards  have been followed along with proper explanation relating to material departures;

2.         that they 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 loss of the Company for that period;

3.         that they 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;

4.         that they have prepared the annual accounts on a going concern basis.

Corporate Governance:

The information/details as required under the Corporate Governance Code is given in the Annexure and forms part of this Report.

Auditors

M/s. NBS and Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment. The Company has received their consent under section 224 (1B) of the Companies Act, 1956 for such re-appointment.

Auditors Report:

The Directors have taken a note of the observations made by the Auditors in their report. In this connection attention is drawn to the relevant Notes to Accounts, which are self-explanatory. The Company will take necessary action in respect of certain qualifications and remarks mentioned therein.                                            

Acknowledgements:

The Board records its appreciation for the support received from its Bankers, Customers, Suppliers, Government Authorities etc.

In view of losses there is no recommendation for any Dividend.

The Company does not have manufacturing activity. There are no specific areas, where energy conservation measures could be significantly undertaken. As an ongoing process efforts are made to conserve and optimize the use of the energy through improved operations and other means. Disclosure of total energy consumption and energy consumption per unit of production as per Form A is not applicable to the Company.

The Company did not have any Technical Collaboration arrangement in force during the year under review and therefore disclosure under Form B is not applicable.

There were no employees drawing a remuneration exceeding Rs.60 Lakhs per annum when employed for the whole year or Rs.5 Lakhs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

The Directors confirm : 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. that they 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 loss of the Company for that period; 3. that they 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; 4. that they have prepared the annual accounts on a going concern basis.

The Directors have taken a note of the observations made by the Auditors in their report. In this connection attention is drawn to the relevant Notes to Accounts, which are self-explanatory. The Company will take necessary action in respect of certain qualifications and remarks mentioned therein.