Arunoday Mills Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Shareholders,

The Directors present herewith the 51st Annual Report of the Company with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS :

Rs. in Lacs Rs. in Lacs 2013 - 14 2012 - 13

Profit / (Loss) for the year (11.36) (18.18)

The accumulated loss as per Balance Sheet (9,934.61) (9,923.25)

In view of Losses, your Directors do not recommend any dividend for the year under review.

2. YEAR IN RETROSPECT :

Loss for the year was at Rs. 11.36 Lacs (Previous Year Rs. 18.18 Lacs). The total Accumulated Loss as on 31st March, 2014 was of Rs. 9934.61 Lacs.

Pursuant to disposal of all the Assets on 17/10/2006, the Company is left with no manufacturing or business activity.

During the year under review Resons Investment P. Ltd. (Resons) recalled the interest free short term loan advanced to the Company. On failing to repay the same on recall Resons served on the Company Notice U/s. 433, 434 and 439 of the Companies Act, 1956 to recover the said loan. The Company requested for some time as it had no resources available to repay. Resons had informed that it will file a petition before the Hon. Hight Court, Gujarat for winding up of the Company.

3. FIXED DEPOSITS :

During the year under review, the Company has neither invited nor accepted any Fixed Deposits from the Public.

4. DIRECTORS :

Pursuant to Article 131 of the Articles of Association of the Company, Shri Mahendra S. Shah, Director retires by rotation and being eligible, offers himself for re-appointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 134(5) of the Companies Act, 2013 your Directors confirm that:

(a) in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departure;

(b) 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 as on 31st March, 2014 and of the ''Loss'' of the Company for the year ended 31st March, 2014;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) Since manufacturing facilities comprising of all the movable assets of the Company sold by the Secured Lenders there is no manufacturing activity or business activity and in such circumstances it could not be continued as a ''going concern''.

(e) the Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

6. (a) AUDITORS :

M/s J. C. Mistry, Chartered Accountants, the present Auditors, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Members are requested to appoint the Auditors and fix their remuneration.

(b) AUDITORS'' REPORT :

The Notes to the Accounts referred to in the Auditors'' Report and observations, qualifications made by the Auditors in their report are self contained and self explanatory and also have been properly dealt within the Notes to the Accounts and therefore do not call for any further explanation under Section 134 of the Companies Act, 2013.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

As the Company has no manufacturing operations there is no question of conservation of energy. The company has not imported any technology during the financial year. The Company had no foreign exchange earnings and expenditure during the year.

8. LISTING OF SHARES :

Equity Shares of the Company are listed with Bombay Stock Exchange Ltd.

9. CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

10. DEPOSITORY SYSTEM :

Your Company continues its arrangement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of the Shares in accordance with the provisions of the Depositories Act, 1996.

11. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis and Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set-out as separate Annexure to this report

12. ENVIRONMENT, SAFETY AND POLLUTION CONTROL :

As the Company has no manufacturing operations there is no question of compliance as to Safety, Environmental and Pollution Control.

13. SECRETARIAL COMPLIANCE :

Pursuant to the provisions of Section 204 of the Companies Act 2013, the compliance certificate dated 27th May, 2014 of Shri I. D. Joshi, Practicing Company Secretary as to registers, records, books and papers under the Companies Act 2013 is attached herewith in the Annual Report.

BY ORDER OF THE BOARD OF DIRECTORS

KANTILAL K. SHETH CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Dated : 27th May, 2014

Regd. office : ''JYOT'', Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002

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Mar 31, 2013

Dear Shareholders,

The Directors present herewith the 50th Annual Report of the Company with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS : Rs. in Lacs Rs. in Lacs 2012 - 13 2011 - 12

Profit / (Loss) for the year (18.18) (16.39)

Balance carried to Balance Sheet (9,923.25) (9,905.07)

In view of Losses, your Directors do not recommend any dividend for the year under review.

2. YEAR IN RETROSPECT :

Loss for the year was at Rs. 18.18 Lacs (Previous Year Rs. 16.39 Lacs). The total Accumulated Loss as on 31st March, 2013 was of Rs. 9923.25 Lacs.

At present the Company has no manufacturing activity or any business activity and your Directors are looking for new areas to extend the operations of the Company.

3. STATUS OF SECURED BORROWINGS :

a) As reported earlier, IDBI acting on behalf of Secured Lenders on 8th February, 2007, sold both movable and immovable assets of the Company to Chiripal Group''s Unit viz. Shanti Exports Pvt. Ltd.

b) During the year under review the Company has completed One Time Settlement with Bank of India (BOI) and Exim Bank (Exim). The write back of secured loan on capital account of BOI aggregating to Rs. 3,302.31 Lacs and of Exim aggregating to Rs. 516.41 Lacs are credited to Capital Reserve as stated vide Note No. 2.

c) As reported earlier DRT, Mumbai issued a Demand Notice dated 22nd December, 2010 for the recovery of dues of Bank of Baroda aggregating to Rs. 785.92 Lacs. The Company has submitted OTS proposal to Bank of Baroda and await favourable outcome.

4. FIXED DEPOSITS :

During the year under review, the Company has neither invited nor accepted any Fixed Deposits from the Public.

5. DIRECTORS :

Pursuant to Article 131 of the Articles of Association of the Company, Shri Mahendra S. Shah, Director retires by rotation and being eligible, offers himself for re-appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirms that ;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures.

(ii) 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 and of the loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care 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) The Directors have prepared the Annual Accounts on a ''going concern'' basis.

7. (a) AUDITORS :

M/s J. C. Mistry, Chartered Accountants, the present Auditors, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Members are requested to appoint the Auditors and fix their remuneration.

(b) AUDITORS'' REPORT :

The Notes to the Accounts referred to in the Auditors'' Report and observations, qualifications made by the Auditors in their report are self contained and self explanatory and also have been properly dealt within the Notes to the Accounts and therefore do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The conservation of energy is an on going process and the Company is taking steps to conserve the energy as far as possible. The company has not imported any technology during the financial year. The foreign exchange earnings and expenditure were nil during the year under review.

9. LISTING OF SHARES :

Equity Shares of the Company are listed with Bombay Stock Exchange Ltd.

10. CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2013 is annexed hereto.

11. DEPOSITORY SYSTEM :

Your Company continues its arrangement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of the Shares in accordance with the provisions of the Depositories Act, 1996.

12. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis and Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set-out as separate Annexure to this report.

13. ENVIRONMENT, SAFETY AND POLLUTION CONTROL :

Your Company has been taking proper care in complying with all statutory requirements relating to Safety, Environmental and Pollution Control.

14. SECRETARIAL COMPLIANCE :

Pursuant to the provisions of Section 383A of the Companies Act 1956, the compliance certificate dated 31st May, 2013 of Shri I. D. Joshi, Practicing Company Secretary as to registers, records, books and papers under the Companies Act 1956 is attached herewith in the Annual Report.

BY ORDER OF THE BOARD OF DIRECTORS

KANTILAL K. SHETH CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Dated : 31st May, 2013

Regd. Office :

''JYOT'', Kanta Stree Vikas

Grah Road, Bhakti Nagar,

Rajkot - 360 002.

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Mar 31, 2011

Dear Shareholders,

The Directors present herewith the 48th Annual Report of the Company with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS:

Rs. in Lacs Rs. in Lacs 2010 - 11 2009 - 10

Profit / (Loss) for the year (15.39) (189)

Balance carried to Balance Sheet (9,888.68) (9,858.55)

In view of Losses, your Directors do not recommend any dividend for the year under review.

2. YEAR IN RETROSPECT:

The gross income was at Rs. 0.64 Lacs (previous year Rs. 40.75 Lacs). Loss for the year was at Rs. 15.39 Lacs (Previous Year Rs. 1.89 Lacs). The total Accumulated Loss as on 31st March, 2011 was of Rs. 9888.68 Lacs.

At present the Company has no manufacturing activity or any business activity and your Directors are looking for new areas to extend the operations of the Company.

3. STATUS OF SECURED BORROWINGS :

a) As reported earlier, IDBI acting on behalf of Secured Lenders on 8th February, 2007, sold both movable and immovable assets of the Company to Chiripal Group's Unit viz. Shanti Exports Pvt. Ltd.

b) Pending suit in the Debt Recovery Tribunal (DRT) the Company submitted a proposal to IDBI vide letter dated 21st April, 2011 for One Time Settleme'nt (OTS) of its dues, release of guarantor's obligation and release of shares pledged as collateral security on payment of Rs. 33 Lacs against the total dues of Rs. 4040.45 Lacs. IDBI confirmed the said proposal of the Company vide its letter dated 13th May, 2011. The Company has since paid the said amount in stages and settled the dues of IDBI.

c) Similarly Syndicate Bank vide letter dated 7th June, 2011 conveyed acceptance of the OTS proposal on payment of Rs. 12 Lacs against the total dues of Rs. 767.72 Lacs. The Company has since paid the said amount and also settled the dues of Syndicate Bank.

d) Withdrawal of their respective applications pending before the DRT is awaited. Accordingly accounting effect of these settlements will be carried out in the Financial Year 2011-12.

e) DRT, Mumbai issued a Demand Notice dated 22nd December, 2010 for the recovery of dues of Bank of Baroda aggregating to Rs. 785.92 Lacs and a Demand Notice dated 13th February, 2011 for the recovery of dues of Exim Bank of India aggregating to Rs. 831.92 Lacs.

f) As reported earlier DRT directed to issue recovery certificate for the dues aggregating to Rs. 4834.70 Lacs of Bank of India vide order dated 28th May, 2010.

4. FIXED DEPOSITS:

During the year under review, the Company has neither invited nor accepted any Fixed Deposits from the Public.

5. DIRECTORS:

Pursuant to Article 131 of the Articles of Association of the Company, Shri Mahendra S. Shah, Director retires by rotation and being eligible, offers himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirms that ;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures.

(ii) 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 and of the loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care 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) The Directors have prepared the Annual Accounts on a 'going concern' basis.

7. (a) AUDITORS:

M/s. J. C. Mistry, Chartered Accountants, the present Auditors, retire at the conclusion of the ensuing Annual General Meeting and offer trTemselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Members are requested to appoint the Auditors and fix their remuneration.

(b) AUDITORS'REPORT:

The Notes to the Accounts referred to in the Auditors' Report and observations, qualifications made by the Auditors in their report are self contained and self explanatory and also have been properly dealt within the Notes to the Accounts and therefore do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The conservation of energy is an on going process and the Company is taking steps to conserve the energy as far as possible. The company has not imported any technology during the financial year. The foreign exchange earnings and expenditure were nil during the year under review.

9. LISTING OF SHARES:

Equity Shares of the Company are listed with Bombay Stock Exchange Ltd.

10. CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2011 is annexed hereto.

11. DEPOSITORY SYSTEM:

Your Company continues its arrangement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of the Shares in accordance with the provisions of the Depositories Act, 1996.

12. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct forms part of the Annual Report.

13. ENVIRONMENT, SAFETY AND POLLUTION CONTROL:

Your Company has been taking proper care in complying with all statutory requirements relating to Safety, Environmental and Pollution Control.

14. SECRETARIAL COMPLIANCE:

Pursuant to the provisions of Section 383A of the Companies Act 1956, the compliance certificate dated 28th July, 2011, of Shri I. D. Joshi, Practicing Company Secretary as to registers, records, books and papers under the Companies Act 1956 is attached herewith in the Annual Report.

BY ORDER OF THE BOARD OF DIRECTORS

KANTILAL K. SHETH CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Dated : 28th July, 2011

Regd. Oftice: 'JYOT, Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002.

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Mar 31, 2010

The Directors have pleasure in presenting herewith the 47th Annual Report of the Company with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Rs. in Lacs Rs. in Lacs 2009 - 10 2008 - 09

Profit / (Loss) for the year (1.89) 8.62

Extra Ordinary Items 0.00 249.01

Balance carried to

Balance Sheet (9,858.55) (9,856.66)

In view of Losses, your Directors do not recommend any dividend for the year under review.

2. YEAR IN RETROSPECT:

The income was at Rs. 40.75 Lacs (previous year Rs. 46.57 Lacs). Loss was at Rs. 1.89 Lacs against the Profit of Rs. 8.62 Lacs in the previous year. The total Accumulated Loss as on 31st March, 2010 was of Rs. 9858.55 Lacs.

As reported earlier, IDBI acting on behalf of Secured Lenders on 8th February, 2007, sold both movable and immovable assets of the Company to Chiripal Groups Unit viz. Shanti Exports Pvt. Ltd.

The suits in the Debt Recovery Tribunal (DRT) against the Company and the Guarantor filed by Exim Bank of India, Bank of Baroda and Syndicate Bank are pending and being contested by the Company.

During the year under review IDBI filed suit in the DRT, Ahmedabad against the Company and the Guarantor for recovery of their outstanding dues.

DRT vide order dated 28th May, 2010 confirmed to issue Recovery Certificate against the Company and the Guarantor for the dues of Bank of India.

Development Credit Bank (DCB) assigned their financial assistance to Asset Reconstruction Company India Ltd. (ARCIL). During the year under review the Company has completed One

Time Settlement with ARCIL and received No Due Certificate for dues of DCB. The write back of secured loan of DCB aggregating Rs. 352.36 Lacs is credited to the Capital Reserve as stated vide Schedule-ll.

The Company has neither any manufacturing activity nor any business activity and your Directors are looking for new areas to extend operations of the Company.

5. FIXED DEPOSITS:

During the year under review, the Company has neither invited nor accepted any Fixed Deposits from the Public.

6. DIRECTORS:

. Pursuant to Article 131 of the Articles of Association of the Company, Shri Mahendra S. Shah, Director retires by rotation and being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirms that ;

1] In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures.

2] 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 and of the loss of the Company for that period.

3] The Directors have taken proper and sufficient care 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.

4] The Directors have prepared the Annual Accounts on a going concern basis.

8. AUDITORS:

M/s J. C. Mistry, Chartered Accountants, the

present Auditors, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Members are requested to appoint the Auditors and fix their remuneration.

9. AUDITORS-REPORT:

The Notes to the Accounts referred to in the Auditors Report and observations, qualifications made by the Auditors in their report are self contained and self explanatory and also have been properly dealt within the Notes to the Accounts and therefore do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The conservation of energy is an on going process and the Company is taking steps to conserve the energy as far as pqssible. The company has not imported any technology during the financial year. The foreign exchange earnings and expenditure were nil during the year under review.

11. LISTING OF SHARES:

Equity Shares of the Company are listed with Bombay Stock Exchange Ltd.

12. CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the-Listing Agreement the Cash Flow Statement for the year ended 31st March, 2010 is annexed hereto.

13. DEPOSITORY SYSTEM:

Your Company continues its arrangement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of the Shares in accordance with the provisions of the Depositories Act, 1996.

14. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement

with the Stock Exchange, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct forms part of the Annual Report.

15. ENVIRONMENT, SAFETY AND POLLUTION CONTROL:

Your Company has been taking proper care in complying with all statutory requirements relating to Safety, Environmental and Pollution Control.

16. SECRETARIAL COMPLIANCE:

Pursuant to the provisions of Section 383A of the Companies Act 1956, the compliance certificate dated 17th August, 2010, of Shri I. D. Joshi, Practicing Company Secretary as to registers, records, books and papers under the Companies Act 1956 is attached herewith in the Annual Report.

BY ORDER OF THE BOARD OF DIRECTORS

KANTILALK.SHETH CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Dated : 17th August, 2010

Regd. Office:

JYOT,

Kanta Stree Vikas Grah Road,

Bhakti Nagar,

Rajkot - 360 002.