| Dear members,
The Directors present their 28th Annual Report and the Audited
Accounts for the year ended on 30th September 2014.
1. ACCOUNTS:
The accounts cover the period of 12 months from 1st Oct 2013 to 30th
Sept 2014. The Company had no manufacturing or trading activities
during the period and has incurred net loss of Rs.1,24,95,669/-
(Rupees One Crore Twenty Four Lacs, Ninety Five Thousand, Six Hundred
& Sixty Nine Only) during the period on account of administrative
expenses including defending the appeals filed by the Department of
Central Excise & Customs and prior period income tax dues.
2. NEW BUSINESSES:
The Company hopes to conclude all pending litigations during the
ensuing year and take up new business activity mostly in the Biotech
and/or Pharma sector.
3. DIVIDENDS:
Since the Company has incurred substantial losses your Board is unable
to recommend any dividend for the year under review.
4. AUDITOR'S REMARKS UNDER SECTION 217(3):
The Auditor's remarks on the Audited Annual Accounts are
self-explanatory and do not call for any further explanations in this
regard.
5. EPS etc.:
There being no manufacturing or other activity, no comments are
offered as regards EPS, turnover and profitability etc.
6. AUDITORS:
M/s. V. S. Patangia & Co the Company's Auditors shall cease to hold
office at the conclusion of Annual General Meeting and being eligible,
have offered to continue their services for the next year. You are
requested to appoint the Auditors and authorize the Board to fix their
remuneration.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of Companies Act 1956, the Directors
State:
i. That in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any.
ii. That appropriate accounting policies have been selected and
applied consistently and the judgment and estimates made by them 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 financial year and of the
Profit or Loss of the Company for the year.
iii. That proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern
basis.
8. SHARE CERTIFICATES:
As the company is unable to bear the expenses of dematerialization,
the Board of Directors have decided to retain the share data,
certificates, members register etc. in physical form and have
intimated the SEBI, BSE, NSDL and CDSL accordingly. Members are
requested to send all correspondence regarding shareholding, enquiries
about Dividends, Non-Receipt of Annual Report, change of Address etc.
to the Registered Office of the company.
9. STATEMENT ON CORPORATE GOVERNANCE:
Though an erstwhile listed company, due to extreme financial distress
and non -completion of its project, the company could not ensure
compliance with the listing requirements of the Stock Exchange(s). As
a result, its shares continue to be suspended from trading The Company
is, however, attending to all requests from its members for transfers,
transmission, change of address, issue of duplicate shares etc. by
carrying out necessary transfer work etc. in house and there are no
requests pending for more than 30 days enabling the Company to comply
with listing requirements in this regard.
Due to financial difficulties the company is unable to pay the fees
and other expenses to directors. Consequently, the company is unable
to obtain the services of eminent and qualified independent Directors
as required in terms of Clause 49 of the Listing Agreements. Neither
could the company form the various committees for ensuring Corporate
Governance stipulated under the Clause 49. Since there is no business
activity being carried on, except for contesting legal matters the
need for formation of such committees for corporate governance is not
felt.
The Corporate Governance Report required to be submitted under the
said Clause could not, therefore, be presented with the Annual
Accounts. A Certificate from M/s. V. S. Patangia & Co, the Auditors,
to this effect is attached.
10. DEPOSITS:
The Company has not accepted any deposits from the Public during the
year.
11. LOANS:
The Company has taken unsecured loans from Directors and members for
furthering the affairs of the Company, till the problems are sorted
out.
12. EMPLOYEES:
There being no employee who is in receipt of remuneration in excess of
limits prescribed under section 217(2A) of the Companies Act, 1956,
the information required under the said section is not given.
13. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION:
Since the Company did not have any manufacturing activity during the
year under review, the particulars of conservation of energy and
technology absorption are not furnished.
14. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Mumbai SUJATA MITTAL PADMA MITAL
Date:29th November 2014 (Director) (Director)
DIN No. 01826116 DIN No. 02222219 |