Goa Fruit Specialities Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

To The Shareholders of GOA FRUIT SPECIALITIES LIMITED.

The Directors have pleasure in presenting the 22nd Annual Report together with Auditors Report, Statement of Account of the Company for the year ended 31st March, 2011.The operations for period under review show a spend of Pre-operative expense of Rs.20.51 Lakhs. No Income was generated during the year under review. The working results for the Financial Year 2010-11 and 2009-10 are as under:

Particulars 31-3-2011 31-03-2010

Total Income Nil Nil

Depreciation Nil Nil

Profit(Loss) before Tax Nil Nil

Provision for Tax-FBT Nil Nil

Profit (loss) after Tax Nil Nil

Note: The Company incurred an expenditure of Rs. 20.51 Lacs as Pre- operative Expenses during the year.

OPERATIONS AND FUTURE PLANS

The Company had completed construction of 30,000 sq. ft. RCC building and had purchased imported and indigenous machines. The Company was about to commence production but could not do so due to ban on power connections by the High Court of Bombay (Goa Bench) imposed in the year 1997 98 which resulted into lapse of LOP of 100% EOU. The Company has been making frantic efforts to get the Extension of LOP from the Ministry of Commerce & Industry, New Delhi but the request of the Company was not acceded to by the Board of Approvals. For the past four years the Company was in the process of seeking review and Extension to LOP through SEEPZ.& the Ministry. The Company even approached the High Court of Mumbai (Goa Bench) but the Hon'ble High Court declined to interfere. The direct impact of this non extension of LOP was requirement of payment of Excise & Custom Duties. Hon'ble High Court, however, allowed the Appeal pending with CESTAT to be admitted on payment of Rs.15 Lacs. The said appeal is lying pending with CESTAT.

Your Directors are pleased to report that a study for the revival of the Company is already underway. The Company plans to raise more funds to augment resources which have been necessitated due to afflux of time and cost over run and foreign exchange rate fluctuations since 1998 when the commercial production was to commence.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good viable opportunities where some value and synergies can be perceived. It is our Objective that we commence activities in another one year and consolidate our position by 2013.

DIVIDEND:

Since the Company could not generate any profits, management does not propose any dividend for the year 2010 -2011.

DIRECTORS

Mr. Akhil B. Gupta and Maj. J. L. Malik (Retd.) joined the Board of Directors w.e.f. 01-10-10 as additional Directors (Independent category). Mr. Anuj Chawla resigned from the Board w.e.f. 30-09-2010 due to personal reasons. The Board places on record its high appreciation for the services rendered by him during his tenure.

Mr. Tarun Chawla, Director retires at the ensuring Annual General Meeting, and being eligible offers himself for reappointment. The Board commends his reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors State:

I) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that 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

iii) that the Directors had 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) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditors of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENT REQUIREMENTS:

The securities of your Company are listed at Bombay Stock Exchange. Trading in Company's securities remains suspended at the Stock Exchange for various reasons including non-submission of documents. The Management has submitted all compliances and is taking all possible steps to get the revocation of suspension in the shares of the Company. Your Directors are confident of revocation of suspension soon.

BUY-BACK OF SHARES

There was no buy-back of shares by the Company during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS

M/s Krishan Kumar Gupta & Associates, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By order of the Board,

Place : Panjim, Goa J. M. Chawla

Date : 30.08.2011 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the XXIst Annual Report together with Auditors Report, Statement of Account of the Company for the year ended 31st March, 2010.

Operations

The Company has not yet commenced production on account of non availability of power due to a ban imposed by the High Court of Bombay, Goa Bench and consequent lapse of 100% EOU status. As such the financial results indicate only the Pre operative Expenditure incurred during the year.

Future Prospects

The Company has sought permission from the concerned authorities for implementation of the food processing project in the domestic sector as the Company has not been granted 100% EOU by the Ministry of Commerce and Industries, New Delhi.

The Company is likely to commence production within the current financial year.

Fixed Deposits

Your Company has not accepted any deposits from the Directors, Shareholders and general public which are covered under the provisions of section 58 A of the Companies Act 1956.

Listing

The trading of the listed securities of the Company had been suspended at the concerned Stock Exchanges for non compliance of certain provisions of the listing agreement due to reasons beyond the control of the management. The members will be pleased to note that the Company has already taken up the matter with the concerned Stock Exchanges for revocation of suspension and has complied with the statutory obligations and the trading of the shares will be permitted shortly.

Auditors

The Auditors M/S. Krishan Kumar Gupta and Associates, Charted Accountants, New Delhi, retire at the conclusion of the XXIst Annual General Meeting and are eligible for reappointment. The Requisite Certificate under section 224 (IB) of the Companies Act, 1956 has been received from them.

Particulars of employees

The Company had no employee either throughout the financial year or for a part of the financial year who was drawing remuneration which in the aggregate was Rs.2400000 per annum or Rs.200000 per month or more than that.

Directors Responsibility Statement

Pursuant to the section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures.

(2) 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 & loss of the Company for the period.

(3) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company & for preventing & detecting fraud& other irregularities.

(4) That the Directors had prepared the annual accounts on a going concern basis.

Acknowledgments

At the end your Directors wish to put on record their gratitude to all business associates and the bankers and appreciate all sections of employees for their dedicated services.

By order of the Board

Place: New Delhi J. M. Chawla

Date: 07.09.2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting XXth Annual Report together with Auditors Report Statement of Account of the Company for the year ended 31st March, 2009.

Financial Results

Currently company is not involve any trading business. So there is no matter of financial results.

Fixed Deposits

Your company has not accepted any deposits from the directors, shareholders and general public which are covered under the provision of section 58 - A of the companies Act, 1956.

Auditors

The Auditors M/S. Krishan Kumar Gupta and Associates, Chartered Accountants, New Delhi, retire at the conclusion of the XXth Annual General Meeting and are eligible for reappointment. The Requisite Certificate under section 224 (iB) of the Companies Act. 1956 has been received from them

Particulars of employees:

The company had no employee either throughout the financial year or for a part of the financial year who was drawing remuneration which in the aggregate was Rs.24,00,000 per annum or Rs.2,00,000 per month or more than thai.

Directors Responsibility Statement

Pursuant to the section 21 7 (2AA) of the Companies Act, 1956 the directors confirm that

(i) In the preparation of the annual accounts, the applicable accounting Stardards had been followed and other no material departures

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affains of the company at the end of the financial year and of the loss of the company for the period

(iii) The directors bad 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) - That the directors had prepared the annual accounts on a going concern basis.

Acknowledgement

At the end your directors wish to put on record their gratitude to all business associates and the bankers and appreciate all sections of employees for their dedicated services

By order of the Board.

Place: New Delhi Director

Date: 31/08/09