Bells Controls Ltd. के निदेशक की रिपोर्ट

Sep 30, 2010

The Directors present the Eightieth Annual! Report together with the audited Statement of Accounts of the Company for the year ended 30th September, 2010.

FINANCIAL RESULTS

Year ended Year ended 30.09.2010 30.09.2009 Rs.in lacs Rs.in lacs

Profit / (Loss) before depreciation, interest and tax (2.24) (65.43)

Interest 413.23 413.12

Depreciation 38.32 38.32

Profit / (Loss) before tax (449.31) (516.87) Provision for tax - -

Profit / (Loss) after tax (449.31) (516.87)

Adjustment in respect of - - prior years

Balance brought forward from previous year (10076.43) (9559.56)

Amount available for appropriation (10525.74) (10076.43)

Balance carried forward (10525.74) (10076.43)

DIVIDEND

In view of loss in the year under review, the Directors regret their inability to recommend declaration of dividend.

OPERATIONS:

PERFORMANCE

Your company continues to operate in a situation of extreme financial difficulty due to past losses and due to lack additional facilities from the lenders. Consequently during the year under review the company suffered a loss of Rs.449.31 lacs which is added to the negative net worth at the beginning of the year.

SUBSIDIARIES

Your Company has no subsidiary Company/Companies.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Board of Directors confirm:

1. that in the preparation of the Annual Accounts for the period ended 30th September, 20t0 the applicable accounting standards as far as possible have been followed along with proper explanation relating to material departure;

2.that the Directors have selected such accounting policies and applied them consistently and made judgment estimates that are reasonable and prudent as far as possible so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 30th September, 2010 and of the loss of the Company for that year;

3.that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records as far as possible in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities; and

4.that the Directors have prepared the Annual Accounts on going concern basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956,

AUDITORS'REPORT

The observations of the Auditors in the Auditors' Report are suitably explained in the relevant notes on the Accounts.

TECHNOLOGY ABSORPTION ETC.

The information required under the Companies {Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this Report,

PERSONNEL

The particulars of employees required under Section 217(2A) of the Companies (Particularly of Employees) Rules, 1975 are not applicable as none of the employees of the Company are in receipt of remuneration in excess of the prescribed limit.

THE CORPORATE GOVERNANCE CODE

In accordance with the requirement of the code of Corporate Governance, a report of the Corporate Governance is attached.

DIRECTORS

Mr. A. Paint Executive Director, who retires on 28.02.2011 at the end of his term offer's himself for reappointment

Mr.Saibal Chakraborty, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Mr. Subir Kumar Banerjee, has been appointed as Additional Director of the Company by the Board with effect from 17th May, 2010 and will vacate his office at the forthcoming Annual General Meeting and shall seek election under Section 257 of the Companies Act, 1956.

Brief resume of Mr, Chakraborty and Banerjee, is given in Point No, 7 of the Report on Corporate Governance attached to this report.

AUDITORS

Messrs. Abhik Basu & Associates, the Auditors of the Company, retire at the forthcoming Annual Genera! Meeting and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation of the continued support and cooperation extended to the Company by all concerned.

For and on behalf of the Board

Place : Kolkata A.Palit P.Sarkar

Date : 28-02.2011 (Executive Director) (Director)

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Sep 30, 2009

The Directors present the Seventy-ninth Annual Report together with the audited Statement of Accounts of the Company for the year ended 30th September, 2009.

FINANCIAL RESULTS

Year ended Year ended 30.09.2009 30.09.2008 Rs.in lacs Rs.in lacs

Profit / (Loss) before depreciation, interest and tax (65.43) (342.44)

interest 413.12 412.83

Depreciation 38.32 52.56

Profit / (Loss) before tax (516.87) (807.83)

Provision for tax — —

Profit / (Loss) after tax (516.87) (807.83)

Adjustment in respect of prior years — 468.24

Balance brought forward from previous year (9559.56) (9219.97)

Amount available for appropriation (10076.43) (9559.56)

Balance carried forward (10076,43) (9559.56)

DIVIDEND

in view of loss in the year under review, the Directors regret their inability to recommend declaration of dividend.

OPERATIONS:

PERFORMANCE

Bells Controls Ltd. is facing serious challenges in its operation due to on going recession and Jack of technological back up that is required to compete effectively in the market place. Consequently during the year under review the company suffered a loss of Rs. 516.87 lacs which is added to the negative net worth at the beginning of the year.

SUBSIDIARIES

Your Company has no subsidiary Company /Companies.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Board of Directors confirm:

1. that in the preparation of the Annual Accounts for the period ended 30th September, 2009 the applicable accounting standards as far as possible have been followed along with proper explanation relating to material departure;

2. that the Directors have selected such accounting policies and applied them consistently and made judgment/estimates that are reasonable and prudent as far as possible so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 30th September, 2009 and of the loss of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records as far as possible in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities; and

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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors in the Auditors' Report are suitably explained in the relevant notes on the Accounts.

TECHNOLOGY ABSORPTION ETC.

The information required under the Companies {Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this Report.

PERSONNEL

The particulars of employees required under Section 217(2A) of the Companies (Particularly of Employees) Rules, 1975 are not applicable as none of the employees of the Company are in receipt of remuneration in excess of the prescribed limit.

THE CORPORATE GOVERNANCE CODE

In accordance with the requirement of the code of Corporate Governance, a report of the Corporate Governance is attached.

DIRECTORS

Mr. Partha Sarkar, Director of the Company retires by rotation and being eligible, offers himself for re- appointment,

Brief resume of Mr, Sarkar, is given in Point No. 7 of the Report on Corporate Governance attached to this report,

AUDITORS

Messrs. Abhik Basu & Associates, the Auditors of the Company, retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation of the continued support and cooperation extended to the Company by all concerned,

For and on behalf of the Board

Place : Kolkata A.Palit P,Sarkar

Date ; 1st March,2010 (Executive Director) (Director)

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Sep 30, 2008

The Directors present the Seventy-eighth Annual Report together with the audited Statement of Accounts of the Company for the year ended 30th September, 2008.

FINANCIAL RESULTS

Year ended Year ended 30.09.2008 30.09.2007 Rs. in lacs Rs. in Lacs

Profit / (Loss) before depreciation, interest and tax (342.44) (52.68)

Interest 412.83 412.83

Depreciation 52.56 108.39

Profit / (Loss) before tax (807.83) (573.90)

Provision for tax - -

Profit / (Loss) after tax (807,83) (573.90)

Adjustment in respect

of prior years 468.24 -

Balance brought forward

from previous year (9219.97) (8646.07)

Amount available for

appropriation (9559.56) (9219.97)

Balance carried forward (9559.56) (9219,97)

DIVIDEND

In view of loss in the year under review, the Directors regret their inability to recommend declaration of dividend.

OPERATIONS PERFORMANCE

Your Company is in the midst of a severe financial crisis and the operations are further dimmed by on going re- cession which has negatively impacted the demand for the products. Consequently during the year under review the company suffered a loss of Rs. 808.63 lacs which is added to the negative net worth at the beginning of the year

SUBSIDIARIES

Your Company has no subsidiary Company / Companies.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Board of Directors confirm:

1. that in the preparation of the Annual Accounts for the period ended 301h September, 2008 fire applicable accounting standards as far as possible have been followed along with proper explanation relating to material departure;

2. that the Directors have selected such accounting policies and applied them consistently and made judgment/estimates that are reasonable and prudent as far as possible so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 30th September, 2008 and of the loss of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records as far as possible in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities; and

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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

AUDITORS* REPORT

The observations of the Auditors in the Auditors1 Report are suitably explained in the relevant notes on the Accounts.

TECHNOLOGY ABSORPTION ETC.

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this Report.

PERSONNEL

The particulars of employees required under Section 217(2A) of the Companies (Particularly of Employees) Rules, 1975 are not applicable as none of the employees of the Company are in receipt of remuneration in excess

THE CORPORATE GOVERNANCE CODE

In accordance with the requirement of the code, a report of the Corporate Governance is attached.

DIRECTORS

Mr. A. Pal it, Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Brief resume of Mr. A. Plait is given in Point No, 7 of the Report on Corporate Governance attached to this report.

AUDITORS

Messrs. Abhik Basu & Associates, the Auditors of the Company, retire at the forthcoming Annual General Meet- ing and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation of the continued support and cooperation extended to the Company by all concerned.

For and on behalf of the Board

Date: 02,03.2009 A.Palit P.Sarkar

Place: Kolkata (Executive Director) (Director)

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Sep 30, 2006

The Directors present the Seventy-sixth Annual Report together with the audited Statement of Accounts of the Company tor the year ended 30th September, 2006.

FINANCIAL RESULTS

Year ended Year ended 30.09.2006 30.09.2005

Rs. in lacs Rs. in lacs

Profit / (Loss) before depreciation, interest and tax (883.96) (216.25)

Interest 412.03 412.83

Depreciation 100.39 120.75

Profit / (Loss) before tax (1405.18) (749.83)

Provision for tax - -

Profit / (Loss) after tax (1405.18) (749.83)

Adjustment in respect of prior years - 243.17

Balance brought forward from previous year (7240.89) (6734.23)

Amount available for appropriation (8646.07) (7240,69)

Balance carried forward (8646.07) (7240.89)

DIVIDEND

In view of loss in the year under review, the Directors regret their inability to recommend declaration of dividend.

OPERATIONS:

PERFORMANCE

During year under review the. management tackled the very difficult financial situation and kept the Company operation alive in spite of negative review by our lenders and mounting liabilities of creditors. The turn over of the Company increased to Rs. 0.21 crores as against Rs. 0.05 crores in the year 2004-2005.

As a result of the dismal financial situation and resulting operation the Company suffered a loss of Rs. 1405.18 crores during the year under review which added to the negative net worth at the beginning of the year.

On 21.02.2006 the Hon'ble bench of B1FR heard the case of Bells Controls Limited and issued the direction that the scheme for rehabilitation of the Company should be prepared for review. The said order was subject to certain conditions and was opposed by certain creditors.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Board of Directors confirm:

1. that in the preparation of the Annual Accounts for the year ended 30th September, 2006 the applicable accounting standards as far as possible have been followed along with proper explanation relating to material departure;

2. that the Directors have selected such accounting policies and applied them consistently and made judgment estimates that are reasonable and prudent as far as possible so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 30th September, 2006 and of the loss of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records as far as possible in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities; and

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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

AUDITORS' REPORT

The observations of the Auditors in the Auditors' Report are suitably explained in the relevant notes on the Accounts.

TECHNOLOGY ABSORPTION ETC.

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this Report.

PERSONNEL

The particulars of employees required under Section 217(2A) the Companies (Particularly of Employees) Rules, 1975 are not applicable as none of the employees of the Company are in receipt of remuneration in excess of the prescribed limit.

THE CORPORATE GOVERNANCE CODE

In accordance with the requirement of the Code of Corporate Governance, a report of the Corporate Governance is attached.

DIRECTORS

Mr. A. Palit, who was appointed a director in the casual vacancy caused by resignation of Mr. Milan Sen and retired by rotation at the Annual General Meeting held on 31st March, 2007. He was appointed as a Director at the said Annual General Meeting pursuant to Section 257 of the Companies Act' 1956.

Mr S. K. Ghosh, Director of the Company, resigned from the Board with effect from 24th May, 2006. Mr. Partha Sarkar was appointed a Director with effect from 29th August, 2006, in the casual vacancy caused by resignation of Mr. S. K. Ghosh.

AUDITORS

Messrs. Abhik Basu & Associates, Chartered Accountants were re-appointed Auditors of the Company at the Annual General Meeting held on 31st March, 2007.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation of the continued support and cooperation extended to the Company by all concerned.

For and on behalf of the Board

Place: Kolkata A. Palit

Date: 28.02.2008 P. Sarkar

(Directors)