Dear Members, The Directors have pleasure in presenting the 37th Annual Report and the audited accounts for the financial year ended 31st March, 2008 WORKING PERFORMANCE During the year under Review the company has brewed beers 92664 Hectoliter as compared 84667 Hectoliter in previous year. The sales were 4041 lacs compared to 3626 lacs in previous year. The Company has reduced its operating loss by implementing effective purchasing policies. AUDITOR'S REMARK The observation regarding non-provision of gratuity and leave encashment, it is informed that they are provided in the Books in the year in which it is paid. The observation regarding the non-provision of Managing Director's remuneration, the company has received approval from Central Government on 6th July 2003 subject to consent from bank. The company has written a letter to Bank of Baroda for consent as required by Central Government however same is still pending with Bank of Baroda. All other remarks made by Auditors in their Report have been suitably dealt with in the schedule and notes are self-explanatory and therefore, no requirement of further explanation. CORPORATE GOVERNANCE As referred in Auditors report on corporate governance company has not complied with certain provisions of clause 49 of the listing agreement specifically with regard to constitution of Audit Committee, Composition of Directors, and other compliance provisions, reporting requirements etc, since company is Sick unit as per provision of SICA Act, 1985 company has delayed in compliance of provision and reporting requirements however company in the process of regularizing the same. Pursuant to Clause 49 of Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors' Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the annual Report. DIRECTORS Shri Chandrabhan Agarwal and Shri Vinodkumar Agarwal Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL As required by pollution control laws, the Company has complied with the provisions of applicable Environmental Laws. We have established water and air pollution control system at our unit. Our environmental programme is administered internally by our Engineering Department and includes monitoring, measuring and reporting compliance, establishing safety programs and training our personnel in environmental and safety matters. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that- (a) The applicable accounting standards have been followed in the preparation of the Annual accounts. (b) Such accounting policies have been selected and applied consistently and judgment and estimates made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31st March 2008 and its loss for the year ended on that date; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on the basis of going concern. PUBLIC DEPOSITS The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. AUDITORS AND THEIR REPORT The Auditors of the Company M/s. Suren Shah & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received certificate from them Under Section 224(1-B) of the Companies Act, 1956. COMPANY SECRETARY The Company does not have a Whole time Company Secretary in employment as on the date of Balance Sheet as required by the section 383 A of the Company's Act 1956. EMPLOYEES Industrial relations in the Company continued to be cordial as in the past. The information as per Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended w.e.f. 17.04.2002 are not given as none of the employees of the Company is covered under the said section. DEMATERIALISATION OF EQUITY SHARES The Securities and Exchange Board of India (SEBI) on 29th May, 2000 has notified certain scripts to be covered under compulsory demat but company has not yet dematerialized its shares. The company is taking necessary steps to complete the formalities and expect to complete the same at the earliest. CONSERVATION OF ENERGY. TECHNOLOGY AND ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO: In accordance with the requirements of 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 a statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo is annexed hereto and forms part of this report. INDUSTRIAL RELATIONS: Industrial relations on the whole have been cordial and your Directors take this opportunity to express their appreciation for the sincere efforts put in by the workers and staff at all levels. ACKNOWLEDGEMENTS Your directors take this opportunity to place on record their gratitude for the financial assistance extended by Bank of Baroda. Your directors wish to place on record their deep sense of appreciation for the dedicated services of the bank employees at all levels. Your directors also convey their sincere appreciation to the shareholders, dealers, customers, suppliers and other business associates for their continued support and the confidence placed in the management of the company. For and on behalf of the Board of Directors Rajendra Kumar Agarwal (Managing Director) N. K. Pokharna (Whole Time Director) Place: Mumbai Date : 27th August, 2008 |