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Institutions did not extend any credit facilities which were withdrawn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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