DIRECTOR'S REPORT TO, THE MEMBERS, The Directors of your Company is presenting their 30th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2011 and Auditors Report thereon. 1. PERFORMANCE The performance of the Company during the year ended 31st March, 2011 was poor. During the year under review, there is no major activities took place. During the year your Company could have achieved a net turnover of Rs. 30.43 lacs as against Rs. 14.78 lacs in the preceding year which includes export turnover (FOB) amounting to Rs. NIL Lacs as against Rs. Nil Lacs of last year 2. LISTING OF SHARES Presently the equity shares of the Company are listed at Mumbai Stock Exchange. 3. AUDITORS M/S S.S.Surana & Company Chartered Accountants, Auditors of the Company is to retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment. The observations in the Auditor's Report are dealt with in the notes to the accounts at appropriate place and are self explanatory. 4. DIRECTORS Shri Ashok Mangal is to retire at the ensuing Annual General Meeting of the Company and being elegible offer himself for re-appointment. 5. 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, 2011. 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 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 2010-11 and of the profit / loss of the Company 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. 6. 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. 7. 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 Fl's & Banks. The settlement of dues of all the FIS and Banks has been done before 31st 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 Hon'ble BIFR for its approval. The Hon'ble 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. 8. 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. 9. 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. 10. 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. 11. REPORT ON CORPORATE GOVERNANCE. Pursuant to clause 49 & 51 of the Listing Agreement entered into with the Stock Exchange, the information's pertaining to Report on Corporate Governance are given in Annexure It forming part of this report. 12. 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 til! 31st March, 2011 through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 13. 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 B. S. Sacheti Chairman-cum-Managing Director Place: Jaipur Date: 30th May. 2011 |