Marvel Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2009

The Directors hereby presenttheir Seventeenth Annual Report on the business and operations of your company and audited statement of accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2009 31.03.2008

(Rs In Lacs) (Rs. In Lacs)

Sales & Other income 4660.48 5041.43

GP (Loss) before Interest, 471.42 351.43 Depreciation & Taxation

Interest 1185.62 1052.01

Depreciation 112.85 112.82

Profit (Loss) before tax (819.72) (1520.3)

Fringe benefit tax 2.60 2.26

Profit/(Loss) after Tax (822.32) (1522.56)

PROFITS (LOSS) FOR THE YEAR (822.32) (1522.56)

Appropriation (9589.16) (8066.59)

Balance transferred to _ _

Balance sheet (10411.48) (9589.16)

DIVIDEND:

Due to loss, Directors have not recommended any Dividend for the year ended 31st March, 2009.

OPERATIONS:

During the year under review, the turnover of the company was Rs.4660.48 Decreased Lacs against Rs. 5041.43 Lacs in previous year 2007-2008. The loss after tax has decreased from Rs. 1522.56 in previous year 2007-2008 to Rs. 822.32 Lacs in the current year 2008-2009.

EXPORT:

During the period under review, your company achieved exports including third party exports of Rs.548.35 Lacs as compared to Rs.1752.05 Lacs in the previous year.

PREFERENCE SHARES

The Preference shares under"lssued, Subscribed & Paid up includes shares aggregating to Rs.340 lacs are overdue and not redeemed due to absence of profits. No provision has been made for interest on overdue preference share capital. The amount in this respect has not been ascertained.

REFERENCE TO HONBLE BIFR:

The Honble BIFR had declared the company as Sick Industrial under section 17 of Sick Industries Companies (Special Provisions) Act, 1985. Thereafter, Honble BIFR has abated the matter due to action taken by SICOM Ltd. and KOTAK MAHINDRA BANK LTD. under section 13i(4>of Securitisatfon & Reconstruction of Financial Assets & Enforcement of securing interest Act, 2002("SARFAESI ACT). However, company has contested the BIFR Order In AAIFR, also in Debt Recovery Tribunal (DRT) action against of SICOM LTD. and KOTAK MAHINDRA BANK LTD.

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

INDUSTRIAL RELATIONS

The relation between the employees and the company remained largely cordial and harmonious throughout the year except that, due to the inability of the company to accept to the demands of the Trade Union for higher increments, the relation has become somewhat strained with the workers. The Board wishes to place on record its sincere appreciation of the dedicated services rendered by the employees and the officers at all levels.

CONSERVATION OF ENERGY

The Company is taking effective steps to keep power consumption to a minimum.

STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2009-2010. However, the trading securities of the company has been suspended form Bombay Stock Exchange Ltd.with effective from May 13,2002 due to non-compliance of Listing Agreement clauses. In this connection, adequate steps are being taken by the company to revoke the suspension form Bombay Stock Exchange Limited.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

No Technology was imported by the company since its incorporation. However, there is ongoing research to optimize various costs commensurate with appropriate product quality.

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Shri Shailesh Saboo, Director retires form the Board of Directors by rotation and is eligible for reappointment.

DIRECTORSRESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual account for the year ended 31st March, 2009, the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual accounts.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March, 31 2009, and loss of the Company for the year.

3. 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;

4. The annual accounts have been prepared on a going concern basis.

DEPOSITORY SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the companys Equity shares in dematerialised form mandatory. In line with this, the Company has entered into a tripartite agreement with Central Depository Services (India) Limited and Sharex Dynamic India (Pvt.) Ltd., Registrars for depository system. The company had applied for dematerialisation with National Securities Depository Ltd.(NSDL) who has refused to give nod to erosion of net worth of the company.

AUDITORS:

Members are requested to appoint Auditors & fix their remuneration. M/s. NGS & Co., the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed, limit under section 224 (1 -B) of the Companies Act, 1956.

AUDITORS REPORT:,

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

SAFETY & ENVIRONMENT MANAGEMENT:

With continued focus on Safety and Environment Management, your company has achieved significant progress during the year in this important key result area. Consistent high safety standards are being followed with a focus on continuous improvement.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings (FOB) 548.35 Lacs

Foreign Exchange outgo during the year (CIF) 2267.51 Lacs

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of the Listing Agreements with Bombay Stock Exchange Ltd., your Company is required to give a note on management discussion and analysis with regards to company and industry perception. A report on the same is given separately as Annexure -T

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with Stock Exchanges, your Company is required to implement the code of Corporate Governance. Accordingly, your company has complied in all material respects with the features of the said code. A report on the same is given separately asAnnexure- II.

ACKNOWLEDGMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Financial Institutions, Banks, Government Authorities, clients and suppliers during the year under review. The Directors wish to place on record their deep, sense of commitment shown by the employees at all levels and acknowledge their contribution.

For and oh behalf of Board of Directors

Vikram Saboo

Chairman cum Managing Director

Registered Office:

A-6, MIDC Industrial Area, Malegaon, Sinnar, Nasik-422113. Place: Mumbai Date: 31.07.2009