| Dear Members,
The Directors present their 26th Report together with Audited
Statements of Accounts of the Company for the year ended on 31st March,
2014.
FINANCIAL RESULTS:
(Rs in lacs)
Particulars 2013-14 2012-13
Export Sales Nil Nil
Domestic Sales of Product & Other Income 33976.66 44318.60
Total Income 35708.30 45324.03
Profit/(Loss) before Tax & Depreciation (275.65) (17707.41)
Deduct: Depreciation 1981.48 2424.66
Less: Transfer from Revaluation Reserves (1509.18) ( 2052.30)
Profit/(Loss) before Exceptional Items (747.94) (18079.76)
(Add)/ Less: Exceptional Items 4257.52 226.59
Profit/(Loss) before prior period items and tax (5005.46) (17853.18)
Deduct : Prior Period Adjustment - (10454.39)
Profit before tax for the year (5005.46) (28307.57)
(Add)/ Less: Deferred Tax - -
Profit/(Loss) after Tax (5005.46) (28307.57)
OPERATIONS
During the year, the company continued to sell manufactured goods on
its own as against also the job work previously, as the main activity.
The Company's sales turnover decreased to Rs 33,976.66 Lacs. After
providing for depreciation of Rs 1981.48 lacs, there was loss in the
current year amounting to Rs 5,005.46 Lacs as against Loss of Rs
28,307.56 Lacs in the previous year.
As per the compromise settlements arrived at, the Company has paid off
all the outstanding balances with all the banks. On having paid off all
the dues of secured creditors, the BIFR has disposed off our first
reference case no. 35/1999. It has however agreed to register our
subsequent references and declared our unit as a sick one. The BIFR
has, therefore, appointed Canara Bank as an Operating Agent vide its
Order dated 1st March, 2012 to prepare a draft rehabilitation scheme
which is in progress. The draft rehabilitation scheme is under
preparation.
DIVIDEND
Your Directors express their inability to recommend any dividend for
the year 2013-14 owing to accumulated losses incurred by the Company.
DIRECTORS:
Mr. Nilesh K. Patel(DIN: 00244115)shall retire by rotation in terms of
the Articles of Association of the Company at the ensuing Annual
General Meeting of the Company. He, however, being eligible, has
offered himself for reappointment.
Mr. Jayesh D. Thakkar (DIN: 01247039) and Mr. Jaimin V. Modi (DIN:
00113689) were appointed as additional directors of the Company w.e.f.
1st April, 2014.
Ms. Kinjal B. Patel (DIN: 06896114) and Dr. Bharat J. Patel (DIN:
00944269) were appointed as additional directors of the Company w.e.f.
16th July, 2014.
Mr. Ashokbhai Patel (DIN: 05323213) and Mr. Ashvinbhai Patel (DIN:
01622437) ceased to be directors of the Company on account of
resignation w.e.f. 1st April, 2014.
All the existing Independent Directors of the Company viz. Mr. Jayesh
D. Thakkar (DIN: 01247039), Mr. Jaimin V. Modi (DIN: 00113689), Ms.
Kinjal B. Patel (DIN: 06896114) and Dr. Bharat J. Patel (DIN: 00944269)
are proposed to be appointed for the period of 5 years under section
149 of the Companies Act, 2013 read with revised clause 49 of the
listing agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, the Directors state that
i in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii the Directors had 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 and of the profit or loss
of the Company for that period;
iii the Directors had 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 and detecting fraud and other irregularities;
iv the Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with Stock Exchanges, the
Report on Corporate Governance is attached as Annexure to the
Directors' Report.
AUDITORS AND AUDITORS' REPORT
M/s Parikh and Majmudar, Chartered Accountants, Ahmedabad retire at the
ensuing Annual General Meeting and are eligible for reappointment.
The Company has obtained from them the written consent to such
appointment and a certificate to the effect that their appointment as
Auditors of the Company from conclusion of the 26th AGM to the
conclusion of 31st AGM, subject to ratification by members at every
Annual General Meeting if made, will be in accordance with of
provisions of Section 139 of the Companies Act, 2013 and such
conditions as may be prescribed.
The members are requested to consider the matter of appointment of
Auditors and also to fix their remuneration.
There are certain qualifications made by the Auditors in their report
for which the Board of Directors hereby give its comments/explanation
as under:
1. As Company has incurred huge losses in past years and the net worth
of the Company is negative, the Board of Directors has already made
reference to BIFR and BIFR has appointed the Canara Bank as an Operating
agency vide its order dated 1st March, 2012 to prepare a draft
rehabilitation scheme which is in progress. Once the Draft
Rehabilitation Scheme being finalized by the operating agency
i.e. Canara Bank and approved by the BIFR, the Company's management is
hopeful to revive the Sick Industrial Unit.
As regards winding up petition same has been pending before Hon'ble
Gujarat High Court, no decision/order has been given in this regard.
2. National Spot Exchange Limited (NSEL) has served a notice to N K
Proteins Limited who was a trading and clearing member at NSEL and N K
Industries Limited was only a client Company of Trading Member i.e. N K
Proteins Limited. Further to state that the overall dues towards the
National Spot Exchange is not yet crystallized and the matter is still
pending before the Bombay High Court.
3. The Investigation which was carried out by the Income Tax
Authorities and Economic Offence Wing of Mumbai Police (EOW) are still
carried out by the said authorities and we are still in the process of
providing further details and clarifications in the said matter and
therefore the said investigation as reported by the Auditor are pending
before the Income Tax Authorities and EOW.
4. The company has not obtained confirmation from all the trade
creditors, trade debtors and parties having advances and loans. Hence,
the notes to accounts mention that the balance is subject to
confirmation. However, due to this, no significant changes are
expected.
5. As regards, the non provision of sales tax liabilities of Rs 130.88
Lacs for the year under review it is to be explained that the said
liabilities is disputed by the Company and the Company is hopeful of
getting the said demand dismissed in appeal and hence decided not to
make any provision for the same.
As regards, the non provision of sales tax liabilities of Rs 5423.55
Lacs, for the previous years and Rs 130.88 Lacs for the year under
review it is to be explained that the said liabilities is disputed by
the Company and the Company is hopeful of getting the said demand
dismissed in appeal and hence decided not to make any provision for the
same.
6. The company has not provided for interest on advances of Rs 2920.25
Lacs due to the fact that the said amount of advance is considered as
doubtful.
7. Once the Draft Rehabilitation Scheme being finalized by the
Operating Agent Canara Bank and approved by the BIFR, the Company's
management is hopeful to revive a Sick Industrial Unit.
PARTICULARS OF EMPLOYEES
No employee was employed during the year drawing remuneration exceeding
the limits as prescribed under Section 217(2A) of the Companies Act,
1956. Hence the information under Section 217(2A) of the Companies Act,
1956 is not applicable.
PERSONNEL
The relations between the employees and the management remained cordial
during the year under review.
OTHER INFORMATION
Information required under Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 with respect to conservation of energy,
technology absorption and foreign exchange earning/outgo is appended in
Annexure hereto, which forms part of this report.
AKNOWLEDGEMENT
Your Directors express their sincere thanks and appreciation to the
promoters, shareholders and customers for their constant support and co
operation.
Your Directors also place on record their gratitude to the Banks,
Institutions and Government Departments for their confidence reposed in
the Company.
For or on behalf of the Board
sd/-
Place : Ahmedabad Nimish K. Patel
Date : 16th July, 2014 Chairman & Managing Director
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