DIRECTORS' REPORT OF THE MEMBERS To, The Members of the Company, Your Directors have pleasure in presenting before you the 18th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March,2010. FINANCIAL & OPERATIONAL HIGHLIGHTS The Company's factory is closed and hence there was no production and sale in the company and no performance could be achieved by the company during the year under review. The Company incurred losses due to closure of factory. As reported in the Directors Report 1999-2000, the banker of the company - Central Bank of India, Corporate Finance Branch, Indore has filed recovery suit before HonTsle Debts Recovery Tribunal, Jabalpur to recover the entire amounts financed to the Company as Term Loan & Working Capital Loans by disposal of the mortgaged immovable properties of the Company. Your directors are making their best efforts to reach an amicable solution with the bankers and also taking necessary legal steps to defend the suit in the Bribunal. However the matter is sub-judice. Similarly, Sales Tax Department has also locked the factory alongwith banker for outstanding tax recovery. Apart from this, there is also dues of ESI and P.F. and the company is not in a position financially to settle the outstanding dues of any of the authorities. DIVIDEND The Board of Directors of the Company has not declared any dividend for 2009-2010. FIXED DEPOSITS The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under. AUDIT COMMITTEE The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement. DIRECTORS During the year under review, SANJAY THAKUR, DIRECTOR of the company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. AUDITORS M/s RAO & ASSOCIATES, Chartered Accountants, Mumbai have given their consent for reappointment of Auditors of the Company. During the year, M/s S.chandulal & Co., Chartered Accountants, Mumbai have shown their unwillingness to be continue to be the auditors of the company hence the Board approached another auditor firm M/s Rao & Associates, Chartered Accountants, Mumbai. After receipt of written consent from them, the Board convened an EGM on 28-03-2010 for seeking consent of share holders for appointment of new auditors of the company. PARTICULARS OF EMPLOYEES There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO. The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not possible to be disclosed as there is no information available with the company due to closure of factory premises. During the year under review the Company has no foreign exchange earnings and outgo. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm : (a) that in the preparation of annual accounts, the applicable accounting standards have been followed; (b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that the Directors have prepared the Annual Accounts on a going concern basis in spite of closure of factory. CORPORATE GOVERNANCE AND COMPLIANCE A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report. The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49. ACKNOWLEDGEMENT Your Directors wish to express their sincere appreciation for the co-operation and support received from suppliers, Banks, shareholders, customers, Officers and other employees of the Company throughout the year. By order of the Board For DUJOHN LABORATORIES LIMITED Sd/- ARUN GOYAL CHAIRMAN Place : INDORE Date : 01/09/2010 |