Dewan Tyres Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors present the 30th Annual Report together with the audited accounts for the Financial Year ended 31 st March, 2014.

FINANCIAL RESULTS (Rs.in lakhs)

PARTICULARS 2013-14 2012-13

Sales & Other Income 1,80,000 1,80,000

Profit/(Loss)before interest 7,00,496 7,12,817

Interest 1,45,02,698 1,45,14,573

Profit (Loss) before Taxes 1,52,03,194 1,52,27,390

Tax - -

Profit/(Loss) after Taxes 1,52,03,194 1,52,27,390

OPERATIONS

The production activities of the Company during the year under review remained suspended. There has been income of Rs. 1,80,000/- in the Company. The Company incurred losses of Rs. 1,52,03,194/- against previous year''s losses of Rs. 1,52,27,390/-. The company had entered into the One Time Settlement with PICUP and ASREC (India) Ltd. (Dena Bank).

DIVIDEND

In view of huge accumulated losses in respect of the previous years as well as for the year ended under report, your directors regret their inability to recommend the dividend.

STATUS IN BIFR/AAIFR

As you are aware that the company made a reference to the Board for Industrial and Financial Reconstruction (BIFR) which had been registered with them. There were several hearings in the BIFR and in the hearing held on 25.9.2013 the BIFR issued Show Cause Notice to the Company for winding up. Aggrieved by the said order of the BIFR, the Company filed an Appeal before Appellate Authority for Industrial and Financial Reconstruction (AAIFR). The Hon''ble AAIFR has admitted the Appeal and fixed 27thOctober,2014asthenextdateofhearing in the case.

DIRECTORS

There are four directors in the company, namely Sh. Vivek Dewan (Managing Director), Sh. J.C. Dewan, Smt. Mamta Dewan and Sh. Gaurav Dewan. Smt. Mamta Dewan was appointed as Director against the casual vacancy caused by the death of Sh. V.S. Dewan. Sh. Gaurav Dewan was appointed as additional directorof the Company.

Due to non-availability of the Secretarial/ Shareholder Records of the company on account of the sealing of the premises, Annual General Meetings for the years 2004 onwards could not be held. The records which were kept in the rooms of the sealed premises, have been totally damaged by termites.

FIXED DEPOSITS

The company has neither invited nor accepted any fixed deposit to which section 58A of the Companies Act, 1956 applies. . .

AUDITOR''S REPORT

In respect of observations made by the Statutory Auditors in their Report, your directors wish to state that the respective notes to the accounts are self explanatory and therefore do not call for any further comments.

AUDITORS

M/s S.S. Gupta & Company, Chartered Accountants, Meerut the retiring auditors of the company being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE

The Company has constituted Audit Committee of the Board consisting of three directors namely Smt.Mamta Dewan, Shri Vivek Dewan and Shri Gaurav Dewan.

PERSONNEL

Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, is not applicable since none of the employees is drawing remuneration as prescribed in the limit laid down therein.

STOCK EXCHANGE LISTINGS

The Equity Shares of the Company are listed with Stock Exchanges at Kanpur, Delhi and Mumbai. The annual listing fee is pending since 1999-2000 of these stock exchanges.

INDUSTRIAL RELATIONS AND HUMAN RESOURCES

Your Company continued to maintain harmonious and cordial relations with its employees. The Directors wish to place on record their appreciation of the services of its employees.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, the Directors of your company confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and no material departures have been made from the same.

(ii) that they 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 viewof the state of affairs of the company at the end of the financial year and of the loss of the company forthe period.

(iii) that they 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; and

(iv) that they have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

LEGALCASES

Some creditors and secured lenders of the company have filed legal cases against the Company.The company is taking appropriate legal measures and also negotiating for sorting out the matters.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Since there has been no production activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies(Disclosure in the report of Board of Directors) Rules, 1988 is not provided.

CORPORATE GOVERNANCE

The Management Discussion & Analysis and Report on Corporate Governance are annexed as part of this report.

ACKNOWLEDGMENT

Your Directors take the opportunity to express their deep gratitude to the Financial Institutions,Bankers, BIFR, and the shareholders for their cooperation and support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Meerut Dated: 2nd Sep, 2014 CHAIRMAN