Galore Prints Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

The Members,

Galore Prints Industries Limited,

New Delhi

The Directors are pleased in presenting the 26th Annual Report together with the Audited Account of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS: Rs. in Lacs

PARTICULARS 2013-14 2012-2013

Turnover/ Income 12.76 27.52

Gross Profit/(Loss) (1.34) (2.74)

Financial Charges 0.65 0.31

Depreciation - -

Profit/(Loss) before tax (1.34) (2.74)

Loss on sale of asset - -

Profit/(Loss) after tax (2.34) (2.74)

Balance Carried to balance Sheet (302.68) (300.34)



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with Stock Exchange, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.

DIRECTORS

As per provisions of the Companies Act, 2013, Mr. Rohit Babbar, Independent Director, is proposed to be reappointed at the ensuing AGM for a term of five years.

Mr. Rajesh Kumar Rustagi, Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

AUDITORS

M/S. Prem P. Lamba & Co., Chartered Accountants, New Delhi, retires at the ensuing Annual General Meeting of the company and are eligible for reappointment.

AUDIT REPORT & ACCOUNTS

The comments on statement of accounts referred to in the report of the auditors are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are– NIL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed 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 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimate that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year ended on that date.

(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.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of Balance Sheet and the date of this Report.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Compliance report on corporate governance and a certificate from M/s. Prem P Lamba & Co., New Delhi, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to the Company''s Customers, Bankers, Shareholders, Dealers and Suppliers for their assistance and co-operation and who have helped the Company in its endeavor.

Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

On behalf of the Board of directors Date: 12/08/2014 For Galore Prints Industries Limited

Place : New Delhi Sd/- (Rajesh Kr. Rustagi) Chairman

---

Mar 31, 2013

To The Members of Galore Prints Industries Limited, New Delhi

The Directors are pleased in presenting the 25th Annual Report together with the Audited Account of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs. in Lacs)

2012-13 2011-12

Turnover/ Income 27.52 3.68

Gross Profit/(Loss) 27.00 (4.54)

Financial Charges 0.31 .12

Depreciation - -

Profit/(Loss) before tax (2.74) (4.66)

Loss on sale of asset - -

Profit/(Loss) after tax (2.74) (4.66)

Balance Carried to balance Sheet (300.34) (297.59)

CORPORATE OVERVIEW

With the growing competition and aggressive pricing policies, the Company with not so good liquidity position has not been able to make any substantial turnover resulting in subdued performance. During the year under review, Company has incurred losses to the tune of Rs. 274987.48.

REVIEW OF OPERATIONS

The Company has made a loss during the year. The Company is hopeful of maintaining and improving its position in the future.

FUTURE OUTLOOK

Keeping in view the performance and future prospects of the Company''s business, your Company is poised for sustained growth and the outlook is bright.

DIVIDEND

Keeping in view the financial performance yours Directors regret to recommend any dividend on the equity share capital of the company for the year 2012-2013.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance Sheet and the date of this Report.

PUBLIC DEPOSITS

The Company has not accepted deposit pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the Article of Association of the Company, Mr. Jainti Prashad Rustagi & Mr. Mahesh Kumar Rustagi who retires by rotation and being eligible, offers himself for re-appointment. All the directors of the Company have confirmed that they are not disqualified for being appointed/ reappointed as directors in term of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the annual accounts, for the year ended 31st March, 2013 the applicable accounting standards read with requirement set out under schedule VI of the Companies Act 1956 have been followed and there are no material departures from the same;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimate that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the year ended on that date.

(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.

AUDITORS

M/s. Prem P. Lamba & Co., Chartered Accountants, Auditors of the Company retires at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment. The Company has received a certificate to the effect that their appointment, if made, shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT & NOTES ON ACCOUNTS

The observations made by the Auditors are self-explanatory and have also been further simplified in the Notes to Accounts.

PARTICULARS OF EMPLOYEES AND DISCLOSURE INFORMATION

The Company has not paid any remuneration attracting the provision of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended in 2011. No information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the provisions of Corporate Governance as under the amended Listing Agreements of the Stock Exchanges, with which the Company''s shares are listed. Trading in shares of the company is currently suspended, company is making effort to revive the listing on BSE & steps have been taken in this direction. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report:

(i) Chairman & Managing Director''s declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion & Analysis

(iii) Report on the Corporate Governance;

(iv) Auditor''s Certificate regarding compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the stock Exchanges, Management Discussion and Analysis is appended to the Annual Report.

EMPLOYEE RELATIONS:

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for and gratitude to the Company''s Customers, Bankers, Shareholders, Dealers and Suppliers for their assistance and co-operation and who have helped the Company in its endeavour. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

On behalf of the board of Directors

For Galore Prints Industries Limited

Sd/-

Place : New Delhi (Rajesh Kr. Rustagi)

Date : 2.09.2013 Chairman

---

Mar 31, 2011

TO THE MEMBERS OF GALORE PRINTS INDUSTRIES LIMITED,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Account of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rs. in Lacs) Current year Previous year

Turnover / Income 307.58 69.58

Gross Profit/ (Loss) 20.32 59.15

Financial Charges 0.007 30.54

Depreciation 6.25 0.32

Profit/ (Loss) before tax 14.06 28.27

Loss on sale of asset (88.83) -

Profit/(Loss) after tax (74.77) 27.23

Balance Carried to Balance Sheet (292.98) (218.22)

CORPORATE OVERVIEW

With the growing competition and aggressive pricing policies, the Company with a not so good liquidity position has not been able to maintain its performance.

During the year under review the turnover of your Company increase from Rs.69.58 Lacs to Rs. 307.58 Lacs. During the year Company has incurred losses of Rs.7477363/-.

REVIEW OF OPERATIONS

The Company has made a loss during the year. The Company is hopeful of maintaining and improving its positions in the future.

FUTURE OUTLOOK

Your directors have tried to give momentum to business of manufacturing in the Flexible Packaging Material during the year and are very hopeful.

DIVIDEND

Keeping in view the financial performance yours Directors are unable to recommend a dividend for the year ended 31st March, 2011.

PUBLIC DEPOSITS

The Company has not accepted deposit pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Jainti Parshad Rustagi who retires by rotation and being eligible, offers himself for re-appointment.

The company received the prior notice from the members to appoint Mr. Sanjay Kaul, Mr Vimal Singh, Mr. Manish Kumar as Director (Independent) under section 257 (1A) of the Companies Act, 1956. Your Directors recommends their appointment to the board of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimate that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the loss of the Company for the year ended on that date.

(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.

CORPORATE GOVERNANCE

In consonance with core values of the Company to enhance the wealth of shareholders with commitment to the custom- ers, employees and society, your directors attach much significance to good corporate governance.

A separate section on corporate Governance and a Certificate from the Practicing Company Secretary regarding compli- ance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report.

AUDITORS

M/s. Prem P. Lamba & Co., Chartered Accountants, Auditors of the Company retires at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a certificate to the effect that their appointment, if made, shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Board comments pursuant to Section 217 (3) of the Companies Act, 1956 on the qualifications made by the Auditors in their Report are as follows:

As regards Point No.3A (i), the Company has already sent the statement of accounts for confirmation/reconciliation to the debtors/creditors. In our opinion there would be no difference in the same.

As regards Point No.3A (ii) and (iii) (a), the matter is subjudice in the Court of Law.

As regards Point No. 3A (iii) (b), since the company was in BIFR, the board is/will be implementing the scheme ordered by BIFR for the statutory payment in due course of time.

As regards Point No.3A (iv), No interest has been charged/paid on advances and loan.

As regards Point No.5, provision for gratuity and leave encashment has been made on same basis as made earlier and no material departure has been made.

As regards Point No. 7(i) (a) & (b), as the fixed assets register has been misplaced and was not locatable, the same was not produced before the auditors for the purpose of their audit.

As per Point No. 7(ii) (a) & (b), the stock of finished goods, stores, spares, raw material, packing material been verified every quarterly by the department in-charge and annually by the management.

As regards Point No. 7 (v), the company has accepted unsecured loans from Directors and various firms to meet the working capital requirement, which was a condition precedent of the Bankers of the Company to implement the rehabilitation proposal. Further the amount received by Company referred above is not a deposit under Section 58A of the Companies Act, 1956 and Rules made there under but the deposit as per the stipulation made by the Bank.

As regards Point No. 7 (vi), as the Company was Sick, the Company could not afford the expenses of internal audit system on immediate basis. Efforts have been made to keep the internal control system healthy by the employees themselves.

As regards Point No. 7 (viii), as the Company was Sick, due to shortage of funds, there may be a delay of depositing the statutory dues like P.F., Sales Tax, Listing Fees, etc. and the same fact has been highlighted while submitting proposal to BIFR and has been taken care of.

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

There were no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNIGS & OUTGO

In terms of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 addition information relating to conservation of energy, technology absorptions, Foreign Exchange earnings and outgo are not applicable to the company. The company has NIL foreign exchange earnings.

COMPLIANCE CERTIFICATE

Pursuant to requirement of section 383(1) of the Companies Act, 1956, with respect to compliance certificate, the com- pany has obtained the compliance certificate from Practicing Company Secretary, for the Financial year ended 31st March, 2011. The same has been attached in Director's Report.

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere thanks to the Financial Institution, Bank, Government Authorities and all stake holders for their continued co-operation and support to your Company.

By order of the Board For Galore Prints Industries Limited

Sd/-

Place : New Delhi (RAJESH KR. RUSTAGI)

Date: 03.09.2011 Chairman

---

Mar 31, 2010

TO THE MEMBERs Of GALORE PRINTS INDUSTRIES LIMITED, NEW DELHI

(Formerly Vikas Laminator Limited)

The Directors take pleasure in presenting the Twenty Second Annual Report together with Audited Statements of Accounts for the year ended 31ST March 2010.

Amount in lakhs (Rs.)

FINANCIAL RESULTS (Rs. In Lacs) Current year Previous year

Turnover /other Income 69.58 0.25

Gross Profit/(Loss) 2.58 (22.20)

Financial Charges 30.54 53.91

Depreciation 0.32 0.00

Profit/(Loss) before tax 28.27 (76.11)

ProfitZ(Loss) after tax 27.23 365.59

Income tax paid for earlier year

Profit/(Loss) brought toward (912.84) (1278.43)

Transferred from General reserve

Profit/Loss available for appropriation (218.22) (912.84)

APPROPRIATIONS

Balance Carried to Balance Sheet (218.22) (912.84)

CORPORATE OVERVIEW

With the growing competition and aggressive pricing policies, the Company with a not so good liquidity position has not been able to maintain its performance.

During the year under review the turnover of your Company increase from Rs.0.25 Lacs to Rs.69.58 Lacs.

OUTLOOK FOR EXPORTS

The company is in the process of exploring new markets overseas and hope to achieve new export horizons.

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has made a profit during the year. The Company is hopeful of maintaining and improving its positions in the future.

DIVIDEND

Keeping in view the financial performance your directors do not recommend any dividend at this stage for the year ended 31sl March 2010.

PUBLIC DEPOSITS

The Company has not accepted deposit pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Rajesh Rustagi, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

In this Annual Report, we have attached Management''s Discussion and Analysis section that highlights the Company''s Industry and Market overview, opportunities/threats, a segment wise performance, outlook, risk and concerns, adequacy of internal control systems, financial and operational performance as well as issues of human resource and development.

CORPORATE GOVERNANCE

Reports on Corporate governance in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along a certificate from Auditors are given separately in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) That 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 ended 31 st March 2010, and of the profit of the Company for that year;

(iii) That 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; and

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

There were no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975

STATUS OF LISTING

The Company''s shares are listed at The Delhi Stock Exchange Ltd, The Stock Exchange, Mumbai, The Stock Exchange, Ahemdabad and The Madras Stock Exchange Ltd. The Company has not paid the listing fees to the stock exchanges.

AUDITORS

Members are requested to re-appoint M/s Prem P. Lamba & Co., Chartered Accountants, as Auditors of the Company for the current year and to fix their remuneration

AUDITOR''S REPORT

The Board comments pursuant to Section 217 (3) of the Companies Act, 1956 on the qualifications made by the Auditors in their Report are as follows:

As regards Point No.3A (i), the Company has already sent the statement of accounts for confirmation/reconciliation to the debtors/creditors. In our opinion there would be no difference.

As regards Point No.3A (ii) and (iii) (a), Conformation of unsecured loan amount received during the year and bill payable are not obtained, the liability is different than that shown in the balance sheet due to incidence of interest/compound interest/penal interest and other charges

As regards Point No. 3A (iii) (b), no demand has been raised by the respective authorities related to penalty /interest payment of sales tax, PF.ESI and TDS.

As regards Point No. 3A (iv),No interest has been charged/paid on advances and loan.

As regards Point No.5, provision for gratuity and leave encashment has not been made

As regards Point No. 7(i) (a)&(b), as the fixed assets register has been misplaced and not locatable, the same was not produced before the auditors for the purpose of their audit.

As per Point No. 7(H) (a)&(b), the stock of finished goods, stores, spares, raw material, packing material been verified every quarterly by the department in-charge and annually by the management.

As regards Point No. 7 (vi), the company has accepted unsecured loans from Directors and various firms to meet the working capital ,the directives issued by RBI and provisions of section 58A and rule framed there under have not been complied with as the necessary formalities and documents have not been filed with ROC

As regards Point No. 7 (vii), the company has no internal audit system. Efforts have been made to keep the internal control system healthy by the employees themselves.

As regards Point No. 7 (ix) (a), the company was not regular in depositing undisputed statutory dues with the appropriate authorities and extent of arrears of out standing statutory dues ,for a period of more than 6 months from the date they become payable

As regards Point No. 7 (ix) (b), the disputed dues of Sales Tax/Excise Duty, the dispute is pending

As regards Point No. 7 (xi), as the Out standing of UPFC, Indian Overseas Bank and National Small industries Corporation Ltd has been opted for OTS during the year

RISK AND INTERNAL ADEQUACY

The Company has adequate internal control procedures commensurate with its size and nature of business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal controls and risks management.

INDUSTRIAL RELATIONS

Harmonious Industrial climate and inter personal relationship continue to prevail and will further strengthen the well established traditions and commitments to the future growth of the employees.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance, cooperation and trust reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review. Your Directors wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the company for its success.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support.

For and on behalf of the Board

Place: New Delhi Mahesh Kumar Rustagi Rajesh Kumar Rustag

Date : 03.09.2010 (Managing Director) (Director)