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Directors Report of Cable Corporation of India Ltd. Company
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Directors Report of Cable Corporation of India Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Fifty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

PROFIT/LOSS AND APPROPRIATIONS

(Rs. in lacs)

Particulars Current Year ended Previous Year ended 31.03.2014 31.03.2013

Profit/(Loss) after Extraordinary items & before Tax (2153) 1818

Less : Provision for Taxation - -

Profit/(Loss) for the year (2153) 1818

Balance Profit/(loss) brought forward from previous year (8147) (9965)

Debit Balance in statement of profit and loss earned to balance sheet (10300) (8147)

OPERATIONS

During the year under review the Cable business segment of the Company achieved turnover of Rs. 98 crores compared to the turnover of Rs. 120 crores in the previous year. The fall in turnover was due to paucity of working capital. Raw Material prices remained volatile whereas stiff competition impacted EBDITA margins adversely.

During the year the income from Real Estate operations amounted to Rs. 33.20 Crores.

Industrial relations remained cordial during the year under review.

DIVIDEND

In view of the losses, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

CURRENT YEAR''S OUTLOOK AND FUTURE PROSPECTS

The outlook for the current year considering the revival of industries & new projects being taken up by State & Central Utilities, the cable requirement likely to go up which is evident from the increase in enquiry bank for both low tension/high tension and Extra High Voltage cables requirement. Despite of increase in demand, we see stiff competition in HT/LT business which is putting tremendous pressure on the margins.

In case of HT/LT cables, CCI continues to enjoy the preferred brand image due to consistent in delivering the high quality products. In case of Extra High Voltage segment, the company has been competing with local as well as International players. Company still enjoys the longest experience in the domestic market in the EHV segment and always the preferred choice of customers. It is envisaged that Extra High Voltage cable in the current scenario of the market will go up as most of the State & Central Utilities in urban area are moving away from overhead transmission due to space constraints to underground cable transmission network projects. In this case also, despite of increase in demand, good enquiry bank, we see stiff competition with local as well as international players. We expect to have reasonable margin in EHV segment.

DIRECTORS

In accordance with Section 149 of the Companies Act, 2013, the Board of Directors at its meeting held on 20th August, 2014 appointed, Mrs N B Pasta, Mr Mukul Kasliwal, and Mr Abhijit Datta as Independent Directors of the Company for a period of 5 years with effect from the date of this Annual General Meeting upto the expiry of five consecutive years or the date of the 62nd Annual General Meeting whichever is earlier, subject to approval by members in the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 23rd May, 2014 appointed Mrs N H Khatau as an Additional Director. Pursuant to Section 161 of the Companies Act, 2013 read with Article 115 of the Articles of Association of the Company, Mrs Khatau holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director.

Mr G D Bhingarkar retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr R Sridharan resigned from the Board of Directors of the Company with effect from 1st June, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Mr Sridharan during his tenure as a Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that they have 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 as at 31st March, 2014 and the Profit and Loss Account of the Company for the year ended on that date;

(iii) that they have taken proper and sufficient care 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;

(iv) that they have prepared the annual accounts on d going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming part of this Report is annexed.

DELISTING

Following the closure of the Delisting Offer and in accordance with the Delisting Regulations, the Company applied for the delisting of its equity shares from the BSE on December 12, 2013. In terms of BSE notice dated January 03, 2014 the trading in the equity shares of the Company was delisted from the Exchange records w.e.f Thursday, January 16, 2014.

Residual Shareholders will be able to tender their equity shares in favour of the Acquirers/Promoters at the Exit Price of Rs. 19/- per equity share, at any time till January 15, 2015, on the terms and subject to the conditions set out in the Exit Offer Letter.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees drawing salary more than Rs. 60 lacs per annum if employed throughout the financial year or drawing salary more than Rs. 5 lacs per month if employed for a part of the financial year are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Members who are desirous of obtaining Such particulars are requested to write to the Company.

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

During the year under review we have obtained ISO 14001 certification from BVQI, apart from the already existing ISO 9001 certification.

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 the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith. (Annexure I)

AUDITORS

The Auditors'' M/s. Sorab S Engineer & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore does not call for any further comments.

COST AUDIT

The Company has on the recommendation of the Audit Committee appointed Mr Paresh J Sampat as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2015. In pursuance to the provisions of Section 148 of the Companies Act, 2013 the Company has filed the Cost Audit Report for Cables and Conductors activity for the financial year 2012-13.

ACKNOWLEDGEMENTS

Your Directors desire to record their sincere appreciation to the Financial Institutions, Banks, Central and State Governments for their continued cooperation and support.

The Directors take this opportunity to acknowledge the dedicated efforts made by the workers and officers at all levels towards the success achieved by the Company.

The Directors also convey their gratitude to all the Shareholders for their continued support, especially in what has been another difficult year for the Company.

On behalf of the Board of Director

Place: Mumbai, H. A. KHATAU Dated : August 20, 2014 CHAIRMAN


Mar 31, 2013

The Directors present the Fifty Sixth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

PROFIT /LOSS AND APPROPRIATIONS (Rs.inlacs)

Particulars Current Year ended 31.03.2013 Previous Year ended 31.03.2012

Profit / (Loss) after Extraordinary items & before Tax 1818 (1986)

Less : Provision for Taxation

Add / Less :Excess/(Short) provision of Income Tax of earlier years (1)

Profit / (Loss) for the year 1818 (1987)

Balance Profit / (Loss) brought forward from previous year (9985) (7978)

Balance in statement of profit and loss carried to balance sheet (8147) (9965)

OPERATIONS

During the year under review the Cable business segment of the Company achieved turnover of Rs 120 crores compared to the turnover of Rs. 159 crores in the previous year. The drop in turnover was mainly due to paucity of working capital, major part of which remained blocked in servicing the turnkey orders. Raw Material prices remained extremely volatile whereas stiff competition impacted EBDITA margins adversely.

During the year the income from Real Estate operations amounted to Rs 89 Crores.

Industrial relations remained cordial during the year under review

DIVIDEND

In view of the carry forward losses, the Directors do not recommend any dividend on Equity Shares for the financial year 2012-13.

CURRENT YEAR''S OUTLOOK AND FUTURE PROSPECTS

The outlook for the current year, at present, is sluggish. The macro economic environment (and especially the infrastructure sector) is passing through a difficult phase. However, keeping in view the improvement in the demand of various state utilities and reform measures being undertaken by them coupled with positive outlook for the power and infrastructure sectors, the outlook has more likelihood of improvement in the medium term.

In EHV segment, the Company has been competing against international players. It is expected that EHV Cable business shall grow with good margins and the Company shall have the advantage of full capacity utilization in the coming years.

DIRECTORS

The Board of Directors at its meeting held on 12th January, 2013 appointed Mr. Madhav Digraskar as Managing Director & Chief Executive Officer (CEO), for a period of 3 years with effect from 18th January 2013 subject to the approval of the Members in General Meeting on the terms and conditions including remuneration and perquisites payable to him as set out in the Notice. The remuneration committee has approved the terms of appointment of Mr Digraskar.

Mr Hiten Khatau has stepped down as Managing Director of the Company w.e.f. end of business hours as on 18.04.2013. However, he continues as Chairman and Non-Executive Director of the Company.

Mr R Sridharan was appointed Director - Strategy & Business Development for a period of one year w e f 1st June, 2012. It is proposed to re- appoint him for a further period of one year. .

Mrs N H Khatau resigned as a Director of the Company from the conclusion of the meeting of the Board of Directors held on 12th January, 2013. The Board placed on record the valuable guidance given by her during her tenure as a Director of the Company.

Mr G D Bhingarkar, Mr R Saxena and Mrs N B Pasta retire by rotation at the ensuing Annual General-Meeting and being eligible offer themselves for re - appointment.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(H) that they have 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 as at 31st March, 2013 and the Profit and Loss Account of the Company for the year ended on that date;

(iii) that they have taken proper and sufficient care 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;

(iv) that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange and forming part of this Report is annexed.

A separate section titled "Corporate Governance" is included in the Annual Report and the Certificate from the Company''s auditors regarding compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed hereto and forms part of the report.

DELISTING

On 24,h June 2013, the Company received a delisting proposal from Great View Properties Private Limited (GVPPL), part of the promoter group of the Company, which along with other promoter shareholders in aggregate holds 74.99% of the issued, subscribed and paid-up share capital of the Company. Pursuant to the said letter, GVPPL and other promoter entities along with Viscose Holdings Limited, another promoter group company, have notified their intention to acquire the entire public shareholding of the Company representing 25.01% of the issued, subscribed and paid-up share capital, and voluntarily delist the equity shares of the Company from BSE Limited, in accordance with the applicable provisions of the SEBI (Delisting of Equity Shares) Regulations, 2009.

Accordingly, the Company initiated the process of seeking the approval of the shareholders through postal ballot. Your Directors are pleased to inform you that, the shareholders of the Company have approved the proposal to voluntarily delist the equity shares of the Company by passing a special resolution with requisite majority on 7*1 August 2013. The Company is currently in the process of seeking the in-principle approval from BSE Limited. Delisting of the equity shares of the Company is subject to the fulfillment of conditions and procedure prescribed by the SEBI (Delisting of Equity Shares) Regulations, 2009.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees drawing salary more than Rs. 60 lacs per annum if employed throughout the financial year or drawing salary more than Rs. 5 lacs per month if employed for a part of the financial year are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) Of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Members who are desirous of obtaining such particulars are requested to write to the Company Secretary of the Company.

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

During the year under review we have obtained ISO 14001 certification from BVQI, apart from the already existing ISO 9001 certification.

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 the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith. (Annexure I)

AUDITORS

The Auditors'' M/s. Sorab S Engineer & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS''REPORT

The Auditors'' Report to the shareholders does not contain any qualification. The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore does not call for any further comments.

COST AUDIT

In pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. ABK & Associates, Cost Accountants (Regn. No. 036) were appointed as Cost Auditors to conduct audit of cost records for Cables and Conductors activity for the financial year 2012-13.

ACKNOWLEDGEMENTS

Your Directors desire to record their sincere appreciation to the Financial Institutions, Banks, Central and State Governments for their continued cooperation and support.

The Directors take this opportunity to acknowledge the dedicated efforts made by the workers and officers at all levels towards the success achieved by the Company.

The Directors also convey their gratitude to all the Shareholders for their continued support, especially in what has been another difficult year for the Company.

On behalf of the Board of Director Place :Mumbai, H.A. KHATAU

Dated : 14th August, 2013 CHAIRMAN


Mar 31, 2012

The Directors present the Fifty fifth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

PROFIT / LOSS AND APPROPRIATIONS

(Rs. in lacs)

Particulars Current Year ended 31.03.2012 Previous Year ended 31.03.2011

Profit / (Loss) before Extraordinary items & tax (1986) 2817

Less /Add Extraordinary items - (1247)

Profit / (Loss) after Extraordinary items & before Tax (1986) 1570

Less : Provision for Taxation - -

Add / Less :Excess/(Short) provision of Income Tax of earlier years (1) 3 Profit / (Loss) for the year (1987) 1513

Balance loss brought forward from previous year (7978) (9551)

Debit Balance in statement of profit and loss carried to balance sheet (9965) (7978)

OPERATIONS

During the year under review the Cable business segment of the Company achieved turnover of Rs 158.75 crores compared to the turnover of Rs. 183.68 crores in the previous year. The drop in turnover was mainly due to paucity of working capital, major part of which remained blocked in servicing the turnkey orders of the TNEB resulting into suspension of manufacturing activities of its EHV unit for a period of more than 2 months in the last quarter. The unprecedented increase in the currency exchange prices vis-a-vis Rupee, which has devalued by more than 20% during the period has also affected the costs adversely.

During the year the income from Real Estate operations amounted to Rs 31.86 Crores.

During the year under review Industrial relations remained cordial

DIVIDEND

In view of the losses, the Directors do not recommend any dividend on Equity Shares for the financial year 2011-12.

EXPORT

In order to explore the export potentials, during the year under review the company exported material to the tune of Rs. 20 Lakhs.

CURRENT YEARS OUTLOOK AND FUTURE PROSPECTS.

The outlook for the current year, at present, is not very buoyant. However, keeping in view the improvement in the health of various state utilities and reform measures being undertaken by them coupled with positive outlook for the power and infrastructure sectors, the outlook has more likelihood of improvement.

In EHV segment, the Company has been competing against international players. It is expected that in EHV Cable business, it shall grow positively with good margins and shall have the advantage of full capacity utilization in the coming years.

The Company has also completed the commissioning of its second EHV Cable Manufacturing facility with CCV Technology with an approximate capital outlay of Rs. 40 Crores.

As stated in the last Annual report, the Company has commenced the development of its land at Borivali, Mumbai. The Directors are also pleased to inform you that two phases of the project were successfully launched. Whilst conditions in the real estate market in Mumbai are presently sluggish, the Company is confident of a good response on account of most competitive and attractive project.

DIRECTORS

The Board of Directors at its meeting held on 11th February, 2012 has appointed Mr. Rohan H Khatau, an Industrialist as an Additional Director on the Board of the Company. Mr. Rohan Khatau will hold office till the ensuing Annual General Meeting. The Company has received notice from a member of the Company proposing the candidature of Mr. Rohan Khatau for the office as Director of the Company.

Mr. R Sridharan was appointed Director - Strategy & Business Development for a period of one year w e f 1st June, 2011. It is proposed to re- appoint him for a further period of one year on the same terms and conditions.

Mrs. Nayna B Pasta, Mr. Mukul Kasliwal and Mr. Abhijit Data retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re - appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that they have 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 as at 31st March, 2012 and the Profit and Loss Account of the Company for the year ended on that date;

(iii) that they have taken proper and sufficient care 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;

(iv) that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange and forming part of this Report is annexed.

A separate section titled "Corporate Governance" is included in the Annual Report and the Certificate from the Company's auditors regarding compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed hereto and forms part of the report.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable to the Company as none of the employees are drawing salary more than Rs.60 lacs per annum if employed throughout the financial year or drawing salary more than Rs. 5 lacs per month if employed for a part of the financial year.

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

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 the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith. (Annexure I)

AUDITORS

The Auditors' M/s. Sorab S Engineer & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors' Report to the shareholders does not contain any qualification. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore does not call for any further comments.

COST AUDIT

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. ABK & Associates, Cost Accountants (Regn. No. 036) were appointed as Cost Auditors to conduct audit of cost records for Cables and Conductors activity for the financial year 2011-12. The Cost Audit Report for the Financial year 2010-11 was filed on 26/03/2012.

ACKNOWLEDGEMENTS

Your Directors desire to record their sincere appreciation to the Financial Institutions, Banks, Central and State Governments for their continued cooperation and support.

The Directors take this opportunity to acknowledge the dedicated efforts made by the workers and officers at all levels towards the success achieved by the Company.

The Directors also convey their gratitude to all the Shareholders for their continued support, especially in what has been another difficult year for the Company.

On behalf of the Board of Directors

Place : Mumbai, H. A. KHATAU

Dated : 30th May, 2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

Dear Members,

The Directors present the Fifty Fourth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

PROFIT / LOSS AND APPROPRIATIONS

(Rs. In lacs) Current Year ended Previous Year ended 31.03.2011 31.03.2010

Profit / (Loss) before Extraordinary items & tax 2820 (3236)

Less/Add Extraordinary items (1247) --

Profit / (Loss) after Extraordinary items & before Tax 1573 (3236)

Add: Provision for Taxation - -

Add / Less : Excess/(Short) provision of Income Tax of earlier years 3 -

Profit / (Loss) for the year 1576 (3236)

Balance loss brought forward from previous year (9552) (6316)

(7976) (9552)

Less Appropriated against General Reserve 7019 7019

Debit Balance in P& L Account carried to balance sheet 957 2533

OPERATIONS

The Company achieved turnover of Rs 183.68 crores during the year under review from the cable business against the turnover of Rs.128.79 crores in the previous year, showing an increase of 43% during the year.

The Company also earned an income of Rs.5498 lacs (net) as its share of the income from Real Estate Business.

During the year under review Industrial relations remained cordial.

DIVIDEND

In view of the carry forward losses, the Directors do not recommend any dividend on Equity Shares for the financial year 2010-11.

CURRENT YEARS OUTLOOK AND FUTURE PROSPECTS.

The demand for Power Cable continues to be good. Orders on hand are to the tune of Rs.200 crores. Margins remain under pressure due to excess supply, stiff competition and volatile raw material prices.

It is expected that the EHV Cable business shall grow positively with good margins and we shall have the advantage of full capacity utilization in the coming years.

The Company has shifted a part of its HT lines of manufacture from Borivali to Nashik and the same has been commissioned during the year under review. The Company is upgrading and commissioning its second EHV line in the current year.

The Company is making efforts to focus on continuous cost reduction, improvement in productivity and increase in performance. With the above initiatives the company is expected to achieve leap in turnover, increase in revenue and better overall performance.

As stated in the last Annual report, the Company has commenced the development of its land at Borivali, Mumbai. The Directors are also pleased to inform you that two phases of the project were successfully launched. Whilst outlook for the real estate market in Mumbai is presently soft, the Company is confident of a good response due to a competitive and attractive project.

DIRECTORS

Mr R Sridharan was appointed Director - Strategy & Business Development for a period of one year w e f 1st June, 2010.lt is proposed to re- appoint him for a further period of one year on the same terms and conditions.

Mrs N H Khatau and Mr Rajiv Saxena retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Profit and Loss Account of the Company for the year ended on that date;

(iii) that they have taken proper and sufficient care 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;

(iv) that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange and forming part of this Report is annexed.

A separate section titled "Corporate Governance" is included in the Annual Report and the Certificate from the Company's auditors regarding compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed hereto and forms part of the report.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Information as per section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable to the Company as none of the employees are drawing salary more than Rs.60 lacs per annum.

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 the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith. (Annexure I)

AUDITORS

The Auditors' M/s. Sorab S Engineer & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'REPORT

The Auditors' Report to the shareholders do not contain any qualification. The Notes to the Accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENTS

Your Directors desire to record their sincere appreciation to the Financial Institutions, Banks, Central and State Governments for their continued cooperation and support.

The Directors take this opportunity to acknowledge the dedicated efforts made by the workers and officers at all levels towards the success achieved by the Company.

The Directors also convey their gratitude to all the Shareholders for their continued support, especially in what has been another difficult year for the Company.

On behalf of the Board of Directors

Mumbai, H. A. KHATAU

Dated : 31st May, 2011 CHAIRMAN & MANAGING DIRECTOR

 
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