DIRECTORS' REPORT Your Directors are pleased to present the One Hundred Thirty Ninth Annual Report and Audited Statement of Accounts of your Company for the year ended 31st March, 2014. DIVIDENDS The Directors do not recommend any dividend in order to reduce the deficit and strengthen the Balance Sheet of the Company. OPERATIONAL REVIEW The Company is in the business of textiles BIFR The Company is under BIFR (Board for Industrial & Financial Reconstruction) under Case No. 135 / 1989. The BIFR has sanctioned a Rehabilitation Scheme for the Company (SS-07) vide their Order dated 22 - 02 - 2007. This Rehabilitation Scheme is under implementation. DIRECTORS Ms. Aparna Sunit Khatau and Ms. Reena Sunit Khatau retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. The information as required to be disclosed under Clause 49 of the listing agreement in case of re-appointment of directors is provided in the Notice of the ensuing Annual General Meeting. DEPOSITS The company has not accepted any fresh deposits during the year. PARTICULARS OF EMPLOYEES There were no employees covered under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, during the year under review. LISTING a. The Company has obtained Listing Approval from BSE in respect of preferencial allotment of 17,49,000 equity shares to the promoters of the Company as per Clause 11 (h)(iv) of the scheme. b. The Company has paid listing fees upto 31st March, 2014. c The application made by the Company to obtain trading permission of the shares is pending before BSE. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement U/S. 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed: i) that in preparation of the annual accounts for the year ended 31-03-2014 the applicable accounting standards had been followed along with proper explanations relating to material departures. ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 period and of the profit of the Company for the period under report. iii) that 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) that the Directors have prepared the accounts for the period ended 31 -03-2014 on a 'going concern basis'. COMPLIANCE CERTIFICATE Compliance Certificate obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 from M/s. P P Shah & Co., Practising Company Secretaries is annexed herewith. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo, is not annexed to this Board Report since the rehabilitation scheme is in progress. AUDITORS' REPORT As regards the observations, reservations or qualifications of the Auditors in the Auditors' Report, the relevant notes on the Accounts are self-explanatory. AUDITORS Messrs. SorabS. Engineers Company, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received Certificate from them to the effect that their re-appointment, if made , would be within the limits prescribed under section 141 (3) (g) of the Companies Act, 2013. The Board of Directors proposes their re-appointment at the ensuring Annual General Meeting of the Company. ACKNOWLEDGEMENT The Directors wish to convey their appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the shareholders for their continuous support given by them to the Company and their confidence in its management. For & on behalf of the Board of Directors THE KHATAU MAKANJI SPG, & WVG. CO. LIMITED Smt. Panna Sunit Khatau Chairperson Date : 28th April, 2014 Place: Mumbai |