Volga Air Technics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2013

To the Shareholders

The Directors present their Twentieth Annual Report along with the audited financial statement for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The financial results of the Company for the year ended 31st March, 2013 are as under:

(Rs. in lacs)

Particulars 2012-2013 2011-2012

Sales & Other Income 5.67 0.73

Increase/(Decrease) in inventories 0 0

Total Expenditure 6.38 6.70

- Interest*/Financial Expenses 0.00 0.03

- Depreciation 0.00

Net Profit/ (Loss) (0.71) (3.98)

Adjustment of prior period items 0 0

Net Profit/(Loss) for the year (0.71) (3.98)

* No provision has been made for interest on the borrowings from bank and financial institutions since July, 2000.

OPERATIONS:

The operations of the Company were suspended from 22nd November, 2009 and all workers have been relieved. The Company has filed an application with the Board for Industrial & Financial Reconstruction (BIFR) and also applied to Government of Gujarat for settlement of the dues of GIIC as per GR BFR/(HPC)/102009/435690/P dated 15th July, 2010. Company has with the assistance of acquirer full settled the dues of IDBI and Central Bank India and considering the fact that the Draft Rehabilitation Scheme is under active consideration of GIIC under the government resolution, your directors are hopeful to revive it''s operations during the year.

The Company is also planning to deal in products like Gas Geyser, R.O. Systems and Water Cooler in near future.

DIVIDEND:

Your Directors regret their inability to recommend any dividend.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

During the year, no manufacturing operations were carried out. Therefore, information as prescribed under Section 217 (1) (e) of the Companies Act, 1956 is NIL. However, details of the same is attached as Annexure-I to this report. . .

PARTICULARS OF EMPLOYEES:

No employee of the Company has drawn total remuneration exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 read with Companies particulars of Employees) Rules, 1975.

INSURANCE:

All the assets of the Company to the extent required, have been adequately insured, DEPOSITS:

As on March 31, 2013, the Company has no unpaid deposits. During the year, the Company has not taken or accepted any deposit from public.

STOCK EXCHANGE LISTING STATUS:

The Equity Shares of the Company have been listed on Ahmedabad and Bombay Stock Exchange, since 1996. The Stock Exchange Mumbai (BSE) suspended the shares from trading in 1999. The Company after clearing outstanding listing fees, applied for revocation of the suspension, which is pending for approval. Upon sanction of the scheme by BIFR the suspension of trading of Shares of the Company is likely to be revoked.

The Company applied for delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange Limited (ASE) to curtail its recurring cost. ASE demanded outstanding Listing fees as on 23rd January, 2013 was Rs. 3,07,687/-.

The Listing Fees of Bombay Stock Exchange, for period upto F.Y.2010-11 has been paid by the Company and of ASE is unpaid.

AUDITORS:

M/s. S. N. Mehta & Associates, Chartered Accountants, who are the Statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board at its meeting held on 31st July, 2013 has proposed their reappointment as Auditors to audit the accounts of the Company for the Financial Year ending on 31st March, 2014.

M/s. S. N. Mehta & Associates have confirmed that their reappointment, if made, would be in conformity with the provisions of Sections 224 and 226 of the Companies Act, 1956 and have expressed their willingness to be reappointed.

COMMENT ON AUDITORS'' REPORT:

As the Company has been Sick and its account has been non performing asset with Bank''s and financial institutions. Since rehabilitation scheme is under consideration for one time settlement with Secured Creditors, interest has not been provided during the year under review, as has been done since July, 2000 onwards.

DIRECTORS:

Mrs, Swetaben R. Shah retires by rotation and being eligible, offers herself for reappointment. There has been no other changes in the Board of Directors of the Company.

DIRECTORS* RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state as under; subject to Notes to the Accounts at Schedule 13 annexed thereto:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2 appropriate accounting policies have been selected in consultation with the Statutory Auditors and applied consistently to facilitate true and fair view of the state of affairs of the Company and of the Profit/ Loss of the Company for the year under review;

3 sufficient and proper care has been taken to maintain adequate accounting records of the Company, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the annual accounts have been prepared on a going concern'' basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Compliance report on the Corporate Governance along with Auditors'' Certificate is annexed as part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the customers, investors, business associates, Government authorities, Banks, Financial Institutions and IDBI particularly as Operating Agency for their continued support and solicit their guidance and similar co - operation in future. Your Directors would also wish to express their gratitude for the efforts made by all in the struggle for survival of the Company.

On behalf of the Board of Directors

Place: Ahmedabad Dir M.S.Bhalavat

Date : 30/08/2013 Chairman and Managing Director

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Mar 31, 2012

To the Shareholders

The Directors present their Nineteenth Annua! Report along with the audited financial statement for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The financial results of the Company for the year ended 31st March, 2012 are as under:

(Rs. in lacs)

Particulars 2011-2012 2010- 2011

Sales & Other Income 0.73 22.35

Increase/(Decrease) in inventories 0 0

Total Expenditure 4.70 19.53

- Interest*/Financial Expenses 0.03 0.12

- Depreciation - -

Net Profit/ (Loss) (3.98) 2.82

Adjustment of prior period items 0 1.42

Net Profit/(Loss) for the year (3.98) 4.24

* No provision has been made for interest on the borrowings from bank and financial institutions since July, 2000/.

OPERATIONS:

The operations of the Company were suspended effective 22nd November, 2009 and all workers have been relieved. The Company has filed application with the Board for Industrial & Financial Reconstruction (BIFR) and also applied to Government of Gujarat for settlement of the dues of GIIC as per GR BFR/(HPC)/102009/435690/P dated 15th July, 2010. Company has with the assistance of acquirer has settled the dues of IDBI and CBI and considering the fact that the Draft Rehabilitation Scheme is under active consideration of GIIC under the government resolution, your directors are hopeful to revive it's operations during the year.

The Company is also planning to deal in products like Gas Geyser, R.O. Systems and Water Cooler in near future.

DIVIDEND:

Your Directors regret their inability to recommend any dividend.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

During the year no manufacturing operations were carried out therefore Information as prescribed under Section 217 (1) (e) of the Companies Act, 1956 is NIL. However details of the same is attached as Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

No employee of the Company has drawn total remuneration exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 read with Companies particulars of Employees) Rules, 1975.

INSURANCE:

All the assets of the Company to the extent required have been adequately insured.

DEPOSITS:

As on March 31, 2012, the Company has no unpaid deposits. During the year, the Company has not taken or accepted any deposit from public.

STOCK EXCHANGE LISTING STATUS:

The Equity Shares of the Company have been listed on Ahmedabad and Mumbai Stock Exchanges, since 1996. The Stock Exchange Mumbai (BSE) suspended the shares from trading in 1999. The Company after clearing outstanding listing fees, applied for revocation of the suspension, which is pending for approval. Upon sanction of the scheme by BIFR Company's shares are likely to be listed on the stock exchange.

The Company applied for delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange Limited (ASE) to curtail its recurring cost. ASE demanded outstanding Listing fees, which for the period upto F.Y.2010-11 year was Rs.2,74,674/-

The Listing Fees of Bombay Stock Exchange, for period upto F.Y.2010-11 has been paid by the Company and of ASE is unpaid.

AUDITORS:

M/s. S. ISI. Mehta & Associates, Chartered Accountants, who are the Statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act,1956, upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board at its meeting held on 31st July, 2012 has proposed their reappointment as Auditors to audit the accounts of the Company for the Financial Year ending on 31st March, 2013.

M/s. S. IM. Mehta & Associates have confirmed their reappointment, if made, would be in conformity with the provisions of Sections 224 and 226 of the Companies Act, 1956 and have expressed their willingness to be reappointed.

* COMMENT ON AUDITORS' REPORT:

As the Company has been Sick and its account has is non performing asset with Bank's and financial institutions. Since rehabilitation scheme is under consideration for one time settlement with Secured Creditors, interest has not been provided during the year under review, as has been done since July,2000 onwards.

DIRECTORS:

Mr. A.J.Shah retires by rotation and being eligible, offers herself for reappointment. There being no other changes in the Board of Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state as under; subject to Notes to the Accounts at Schedule 13 annexed thereto:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with the Statutory Auditors and applied consistently to facilitate true and fair view of the state of affairs of the Company and of the Profit/Loss of the Company for the year under review;

3.sufficient and proper care has been taken to maintain adequate accounting records of the Company, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the annual accounts have been prepared on a going concern' basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Compliance report on the Corporate Governance along with Auditors' Certificate is annexed as part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the customers, investors, business associates, Government authorities, Banks, Financial Institutions and IDBI particularly as Operating Agency for their continued support and solicit their guidance and similar co - operation in future. Your Directors would also wish to express their gratitude for the efforts made by all in the struggle for survival of the Company.

On behalf of the Board pf Directors

Place: Ahmedabad M.S.Bhalavat

Date : 31.07.12 Chairman and Managing Director

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Mar 31, 2010

The Directors present their SEVENTEENTH Annual Report alongwith the audited financial statement for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial results of the Company for the year ended 31st March, 2010 are as under:

(Rs. in lacs)

Particulars 2009-2010 2008 - 2009

Sales & Other Income 182.15 192.06

Increase/(Decrease) in inventories (7.44) 0.70

Total Expenditure 218.95 230.20

Gross Profit/(Loss) before (44.24) 38.84

- (Profit)/Loss on sale of assets - 0.63

- Interests/Financial Expenses 0.26 0.45

- Depreciation 16.60 21.14

Net Profit/(Loss) (61.10) (61.06)

Adjustment of prior period items 34.21 1.42

Net Profit/(Loss) for the year (95.31) (59.64)

Balance of Profit/(Loss) brought forward from the previous year (1749.88) 1690.24

Balance (Loss) carried to Balance Sheet (1845.19) 1749.88

* No provision has been made for interest on the borrowings from bank and financial

institutions since July, 2000.

OPERATIONS:

The total turnover consists of Jobwork Rs.29.68 lacs (L.Y.Rs. 107.57 lacs), Product Sale Rs.139.16 lacs (L.Y.Rs.80.96 lacs) and Trading Sale Rs.10.14 lacs (L.Y.Rs.11.64 lacs). Due to overall slowdown of world economy and its effect on orders as well as demand, the major customer of the Company could not provide work for nearly half of the year. Consequently, there was reduction in jobwork to the extent of 72% compared to last year. Product Sale increased by 1.36 % and Trading Sale increased by 72% but without any margin.

The Sales and other income includes Credit/Debit Balances written off during the year on account of clearance of liability at settled amount. The net of Credit/Debit balances written off was Rs.+ 1.22 lacs (L.Y.-10.92 lacs).

Due to lack of sufficient orders for job work, the operations having been non-profit generating, and it being difficult to meet the bare minimum fixed cost, your directors have to take decision to close production activity and effective 22nd Nov.2009, all workers were relieved with immediate effect and the employees were relieved before end of the year.

Your directors, however, tried to raise some income by leasing Plant and Machinery, Furniture Fixtures etc. during the current year.

STATUS UNDER SICK INDUSTRIAL COMPANIES ACT, 1985:

At the last hearing held on 8th March 2010, the Honble Bench of BIFR directed to issue Show Cause Notice for change of management for which your Directors gave No Objection. BIFR also directed to release the amount of Alpha Nippon Innovatives Ltd. Deposited with O.A - IDBI. Next hearing has been scheduled for 7th June, 2010.

DIVIDEND:

Your Directors regret their inability to recommend any dividend.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Information as prescribed under Section 217 (1) (e) of the Companies Act, 1956 is provided in the Annexure I forming part of this Report.

PARTICULARS OF EMPLOYEES:

No employee of the Company has drawn total remuneration exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 read with Companies particulars of Employees) Rules, 1975.

INSURANCE:

All the assets of the Company to the extent required have been adequately insured.

DEPOSITS:

As on March 31, 2010, the Company has no unpaid deposits. During the year, the Company has not taken or accepted any deposit from public.

The Company has taken further Inter Company deposits of Rs. 4 lacs during the year, due to liquidity crises.

STOCK EXCHANGE LISTING STATUS:

The Equity Shares of the Company have been listed on Ahmedabad and Mumbai Stock Exchanges, since 1996. The Stock Exchange Mumbai (BSE) suspended the shares from trading in 1999. The Company after clearing outstanding listing fees, applied for revocation of the suspension, which was not approved.

The Company applied for delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange Limited (ASE) to curtail its recurring cost. ASE demanded outstanding Listing fees, which for the period upto F.Y.2009-10 year was Rs.2,10,532/-.

The Listing Fees upto F.Y.2010-11 of BSE has been paid by the Company and of ASE is unpaid.

AUDITORS :

M/s.S.N.Mehta & Associates, Chartered Accountants, who are the Statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act,1956, upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board at its meeting held on 30th May, 2010 has proposed their reappointment as Auditors to audit the accounts of the Company for the Financial Year ending on 31st March, 2011.

M/s. S.N.Mehta & Associates have confirmed their reappointment, if made, would be in conformity with the provisions of Sections 224 and 226 of the Companies Act, 1956 and have expressed their willingness to be reappointed.

AUDITORS REPORT:

As the Company has been Sick and its account has been NPA with Bank etc. and Rehabilitation scheme having been resubmitted based on one time settlement arrived at with Secured Creditors, interest has not been provided during the year under review, as has been done since July, 2000 onwards.

Retrenchment Compensation and Notice Period pay which work out to be Rs.37.21 lacs payable to workers and Rs.4.96 lacs payable to staff were not provided as the Directors are in negotiations with their representatives to settle this at lesser amount.

The observations made by the Auditors are self explanatory and have been dealt with, in the Notes to the accounts in Schedule forming part of the accounts and hence need no further clarifications.

DIRECTORS:

Mr. D. C. Desai ceased to be a Director of the Company w.e.f. 25.2.2010. The Directors take this opportunity to record the appreciation for valuable guidance, advice and services provided by him during his association with the Company.

Mr.A.J. Shah retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state as under; subject to Notes to the Accounts at Schedule 13 annexed thereto:

in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. appropriate accounting policies have been selected in consultation with the Statutory Auditors and applied consistently to facilitate true and fair view of the state of affairs of the Company and of the Profit/ Loss of the Company for the year under review;

sufficient and proper care has been taken to maintain adequate accounting records of the Company, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Compliance report on the Corporate Governance along with Auditors Certificate is annexed as part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the customers, investors, business associates, Government authorities, Banks, Financial Institutions and IDBI particularly as Operating Agency for their continued support and solicit their guidance and similar co - operation in future. Your Directors would also wish to express their gratitude for the efforts made by all in the struggle for survival of the Company.



On behalf of the Board of Directors



M.S.Bhalavat Chairman and Managing Director Place : Changodar Date : 30.5.2010