Sandur Laminates Ltd. के निदेशक की रिपोर्ट

Mar 31, 2010

The Directors present their report and audited statement of accounts for the year ended 31 March 2010:

Financial Results

Current Previous Year Year Rs.Lakh Rs. Lakh

Profit/(Loss) for the year before interest and depreciation (1.59) (3.52)

Less: Interest - -

Less: Depreciation 362.40 362.41

Profit/(Loss) (363.99) (358.89)

Loss brought forward from previous year (3104.57) (2745.68)

Deficit carried to Balance Sheet (3468.56) (3104.57)

During the year ended 31 March 2010, the Company incurred a loss of Rs. 363.99 lakh after charging depreciation of Rs.1362.40 lakh.

OPERATIONS

There were no operations during me financial year 2009-10 since the registrations with the Central Excise department which were expired during 2003 were not renewed on account of restrictions imposed by the Development Commissioner due to non-fulfillment of export obligations. The Company is awaiting a rehabilitation scheme to be sanctioned by the Honble Board for Industrial & financial Reconstruction (BIFR)

REFERENCE TO BIFR

As per the Audited Balance Sheet as at 30 June 1999 accumulated losses exceeded the net-worth. Upon a reference made by the Company under Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the BIFR had at the hearing held on 14 September 2000, declared the Company to be "Sick Industrial Company" in accordance with the provisions of Section 3(1)(o) of SICA.

Since no viable proposal could be made for revival of the Company, after exploring all the possibilities, BIFR had referred the matter to the Honble High Court of Karnataka for winding up the Company.

Subsequently, negotiated settlements were reached with all the secured creditors and the strategic investor Euro Industrial Enterprises Private Limited has cleared the dues as per the negotiated settlement. In view of these developments, on a petition made by the Company, the Honble High Court of Karnataka remanded the matter back to the BIFR for reconsideration of its earlier decision and sanctioning a suitable rehabilitation scheme.

Thereafter, as per the BIFRs directions dated 14 May 2007, the Company had submitted a Draft Rehabilitation Scheme (DRS) through the Operating Agency (IDBI Bank Limited) which is under active consideration by the BIFR.

AUDITORS REMARKS

1. The Company has since settled the dues of all secured creditors, settled all the dues to workmen, negotiated one time settlement with major unsecured creditors and a revival proposal has already been submitted to the Honble BIFR under which the Company is expected to have adequate cash flows, preparation of accounts on going concern basis is in order.

2. The Company has negotiated for wavier of interest on advances received from certain companies in view of huge losses incurred by the Company in the past years. However the same was not impacted

in the accounts pending approval of Draft Rehabilitation scheme by the BIFR.

3. As per the revival proposal submitted to the BIFR, the Company proposes to use the existing plant and machinery at the Companys factory premises to produce Solar Photovoltaic Modules and generate enough returns to justify their valuation in the books of accounts.

DIVIDEND

In the absence of profits, it is not possible to declare a dividend.

DIRECTORS

N. S. Murthy, Director of the Company expired on 25 March 2010.

U. R. Acharya and A. G. Suresh, Directors of the Company, retire by rotation and being eligible, offer themselves for re-election.

None of the Directors are disqualified for being appointed as Directors of the Company by virtue of the provisions of Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

Board commends for passing of proposed resolutions for the reappointment of the aforesaid directors.

AUDITORS

Messrs A. F. Ferguson Associates, Chartered Accountants, Bangalore, retire and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently.

- Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of 31 March 2010 and of the loss of the Company for the year ended on that date.

- 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 frauds and other irregularities.

- The annual accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Directors Report on Corporate Governance is annexed to this report. The Certificate of the Auditors, Messrs A. F. Ferguson Associates, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed hereto.

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

The particulars as prescribed under Section 217(1)(e) of the Companies act, 1.956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable as the factory has been closed through out the financial year.

During the year ended 31 March 2010, the Company has no Foreign Exchange earnings or outgo.

EMPLOYEES

During the year there were no employees whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956.

for and on behalf of the Board

VENKATRAO Y. GHORPADE Chairman & Managing Director

Place : Bangalore Date : 1 September 2010