Koluthara Exports Ltd. के निदेशक की रिपोर्ट

Mar 31, 2010

The Directors are presenting the Twenty first Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010. The salient features are highlighted below:

DECLARATION AS A SICK COMPANY

The Hon. BIFR declared our Company as sick and directed to submit a rehabilitation scheme for revival. The Company have submitted the scheme on the basis of the Committee Report of the Central Government and the Order of the Kerala Government. Both the State Bank of India and Ing Vysya Bank Ltd accepted our proposal of one time settlement at 25% of the principal outstanding. But the KSIDC and KFC have not given their approval to the Hon. BIFR. Since the KSIDC and KFC have not complied with the Government Order, the Company approached the Hon. High Court of Kerala and filed a Writ Petition which is pending for want of affidavit of the Government of Kerala. The Hon. BIFR had ordered for liquidation of the Company and forwarded the order to the Hon. High Court of Kerala. The High Court appointed Official Liquidator. The Company filed an Appeal before the Hon. AAIFR, New Delhi against the order of Hon. BIFR. The Hon. AAIFR admitted our case and stayed the order of Hon. BIFR. The Case is pending before the Hon. AAIFR. The High Court of Kerala also ordered to keep in abeyance all liquidation proceedings.

OPERATIONS

The Company could not continue with its own operation during the year except an export sale of Rs.31.64 lakhs since the Banks and Financial Institutions did not extend any credit facilities which were withdrawn by them. As in the previous year, job works were continued to be undertaken on behalf of two other exporters and the income from job works and others came to Rs 264.22 lakhs. Due to shortage of raw material, job work was also limited. This resulted in a net loss of Rs 861.51 lakhs during the year 2009-10 which included the interest provided by the Company towards the credit facilities/loans and the cumulative loss was Rs. 6170.66 lakhs up to 31.3.2010.

FUTURE PROSPECTS

It is still hoped that with the approval of Hon. BIFR/AAIFR and with the support of the SBI, Overseas Branch, Cochin – 682003, other Banks, and the connected public institutions and with the active participation and M/s. Canaan Marine Products, one of the merchant exporters of the Company, to settle the dues of the Banks and Financial Institutions as per the Rehabilitation Scheme submitted to Hon. BIFR/AAIFR, since M/s. Tai Aqua Research Foundation Ltd expressed their withdrawal due to long delay to get approval of the scheme. It is hoped that by the assistance from M/s. Canaan Marine Products, the Company would be able to settle the dues and revive the Company in the near future.

BOOK CLOSURE

The Share Transfer Books of the Company will remain closed for the period from 22nd to 29th September 2010 (inclusive of both the days) for the purpose of Annual General Meeting of the Company.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SEC.217 (2A) OF THE COMPANIES ACT, 1956

There was no employee who was drawing remuneration above the limits mentioned under Section 217(2A) of the Companies Act, 1956 amended by the Companies Amendment Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure, forming part of this report.

DIRECTORS

Mr. Joseph Varghese resigned from the post of Director which has been accepted in the Board Meeting held on 10.08.2010 and Mr. P.A Varghese, S/o. Varkey, Koluthara House, Manappuram P.O., Alappuzha District, Pin -688 558, has been appointed as a Director in his place from 10.08.2010. He holds the office of a Director up to the date of the Annual General Meeting and is eligible for appointment as a Director.

AUDITORS

The Company’s Auditors, Mr. George, John & Prabhu, Chartered Accountants, Cochin- 16 retire at the conclusion of this Annual General Meeting and are eligible for re- appointment.

MEETING OF AUDIT COMMITTEE

As in the previous year the Audit Committee of the Board of Directors of the Company formed in pursuance of section 292 A of the Companies Amendment Act, 2000 had limited scope, in view of very little activity in the Company due to lack of Working Capital with it and being a sick unit declared by Hon. BIFR as in the previous year.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the Section 217(2AA) of the Companies Amendment Act 2000, the . Directors affirm the following

(1) In the preparation of the Annual Accounts, the applicable accounting standards have been followed, with proper explanation for any material departure.

(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 and 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 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Annual Accounts have been prepared generally on a going concern basis in spite of the fact the Hon. BIFR has declared the Company as a sick unit.

INDUSTRIAL RELATIONS

Industrial relations were satisfactory, as in the previous years.

APPRECIATION

The Directors convey their grateful thanks to the Hon. Appellate Authority for Industrial & Financial Reconstruction and the Hon. Board for Industrial and Financial Reconstruction, New Delhi, Kerala State Industrial Development Corporation Ltd., Kerala Financial Corporation, The Marine Products Export Development Authority, Central Institute of Fisheries Technology (CIFT), The Export Inspection Agency, the Seafood Exporters Association of India, the Forum for Revival & Reconstruction of Seafood Export Industries in India, State Bank of India, Centurion Bank of Punjab Limited and ING Vysya Bank Limited and M/s. Tai Aqua Research Foundation Ltd., Kochi and the merchant exporters Canaan Marine Products and Penver Products Pvt. Ltd. The Directors wish to place on record their sincere appreciation to the employees, share holders and suppliers of the Company for the co-operation and support extended by them.

BY ORDER OF THE BOARD

AROOR

10-08-2010 ANTONY VARGHESE KOLUTHARA

MANAGING DIRECTOR

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Mar 31, 2009

The Directors are presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009. The salient features are highlighted below:

DECLARATION AS A SICK COMPANY

The Hon. BIFR declared our Company as sick and directed to submit a rehabilitation scheme for revival. The Company have submitted the scheme on the basis of the Committee Report of the Central Government and the Order of the Kerala Government. Both the State Bank of India and ING Vysya Bank Ltd accepted our proposal of one time settlement at 25% of the principal outstanding. But the KSIDC and KFC have not given their approval to the Hon. BIFR. Since the KSIDC and KFC have not complied with the Government Order, the Company approached the Hon. High Court of Kerala and filed a Writ Petition which is pending for want of affidavit of the Government of Kerala. The Hon. BIFR had ordered for liquidation of the Company and forwarded the order to the Hon. High Court of Kerala. The High Court appointed Official Liquidator. The Company filed an Appeal before the Hon. AA1FR, New Delhi against the order of Hon. BIFR. The Hon. AAIFR admitted our case and stayed the order of Hon. BIFR. The Case is pending before the Hon. AAIFR. The High Court of Kerala also ordered to keep in abeyance all liquidation proceedings.

OPERATIONS

The Company could not continue with its own operation during the year, since the Banks and Financial Institutions did not extend any credit facilities which were withdrawn by them. As in the previous year, job works were continued to be undertaken on behalf of two other exporters and the income from job works and others came to Rs 250.55 lakhs. Due to shortage of raw material, job work was also limited. This resulted in a net loss of Rs 708.54 lakhs during the year 2008-09 which included the interest provided by the Company towards the credit facilities/ loans and the cumulative loss was Rs. 5309.14 lakhs up to 31.3.2009.

FUTURE PROSPECTS

It is still hoped that with the approval of Hon. BIFR and with the support of the SBI, Overseas Branch, Cochin - 682003, other Banks, and the connected public institutions and with the active participation and assistance of M/s. Tai Aqua Research Foundation Ltd., the liabilities of the Company could be settled and operations revived during 2009-10.

BOOK CLOSURE

The Share Transfer Books of the Company will remain closed for the period from 22nd to 29,h September 2009 (inclusive of both the days) for the purpose of Annual General Meeting of the Company.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SEC.217 (2A) OF THE COMPANIES ACT, 1956

There was no employee who was drawing remuneration above the limits mentioned under Section 217(2A) of the Companies Act, 1956 amended by the Companies Amendment Act, 1988. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure, forming part of this report.

DIRECTORS

Mr. K.P. George, Director, retires by rotation, at the meeting and being eligible offers himself for re-appointment as a Director.

AUDITORS

The Company s Auditors, Mr. George, John & Prabhu, Chartered Accountants, Cochin-16 retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

MEETING OF AUDIT COMMITTEE

As in the previous year the Audit Committee of the Board of Directors of the Company formed in pursuance of section 292 A of the Companies Amendment Act, 2000 had limited scope, in view of very little activity in the Company due to lack of Working Capital with it and being a sick unit declared by Hon. BIFR as in the previous year. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the Section 217(2AA) of the Companies Amendment Act 2000, the Directors affirm the following

(1) In the preparation of the Annual Accounts, the applicable accounting standards have been followed, with proper explanation for any material departure.

(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 and 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 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Annual Accounts have been prepared generally on a going concern basis in spite of the fact the Hon. BIFR has declared the Company as a sick unit.

INDUSTRIAL RELATIONS

Industrial relations were satisfactory, as in the previous years.

APPRECIATION

The Directors convey their grateful thanks to the Hon. Appellate Authority for Industrial & Financial Reconstruction and the Hon. Board for industrial and Financial Reconstruction, New Delhi, Kerala State Industrial Development Corporation Ltd.,Kerala Financial Corporation, The Marine Products Export Development Authority, Central Institute of Fisheries Technology (CIFT), The Export Inspection Agency, the Seafood Exporters Association of India, the Forum for Revival & Reconstruction of Seafood Export industries in India, State Bank of India, Centurion Bank of Punjab Limited and ING Vysya Bank Limited and M/s. Tai Aqua Research Foundation Ltd., Kochi and the merchant exporters, Canaan Marine Products and Penver Products Pvt. Ltd. and The Directors wish to place on record their sincere appreciation to the employees, share holders and suppliers of the Company for the co-operation and support extended by them.



BY ORDER OF THE BOARD

sd/-

AROOR, ANTONY VARGHESE KOLUTHARA

03-08-2009. MANAGING DIRECTOR