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Directors Report of Garware Marine Industries Ltd.

Mar 31, 2015

DEAR MEMBERS

1. FINANCIAL RESULTS :

Rs. in Lacs 9 months ended Year ended 31.03.2015 30.06.2014

Income from Operations (including 122.41 566.43 Other Income)

Less: Expenses 179.80 896.73

Profit before Interest, (57.39) (330.30) Depreciation & Tax Less: Interest & Finance Charges 3.80 10.17

Profit before Depreciation & Tax (61.19) (340.47)

Less: Depreciation & Amortization 1.45 1.63

Provision for Tax 5.60 -

Deferred Tax 8.00 -23.08

Tax for earlier years - 9.97

Loss for the year (76.24) (328.99)

Add: Balance and Loss brought forward from (355.28) (26.29)

previous year

Available for Approciation (431.52) (355.28)

Less: Transferred to General Reserve NIL NIL

Balance carried forward to profit (431.52) (355.28) and loss account

2. FINANCIAL HIGHLIGHTS:

In compliance of the provisions of the Companies Act, 2013 the current financial year is for 9 months i.e. 1st July, 2014 to 31st March, 2015.

Income from operations (including other operating income) for the period 1st July, 2014 to 31st March, 2015 stood at Rs.122.41 Lacs, as against Rs. 566.43 Lacs for the previous year.

The Net Loss for the period 1st July, 2014 to 31st March, 2015 stood at Rs.76.24 Lacs, as against loss of Rs.328.99 Lacs for the previous year.

3. OPERATIONS:

During the period 1st July, 2014 to 31st March, 2015, Company's main source of revenue was from its repair activities.

4. DIVIDEND:

In view of the loss incurred by the Company, the Board of Directors have not recommended any dividend for the period 1st July, 2014 to 31st March, 2015.

5. FUTURE OUTLOOK:

With global depression in Shipping and the Offshore Sector, owners are less inclined to spend extensively on repair of their Vessel. Therefore, unless the condition of the Shipping Industry improves in general, the Company repair activities could face challenging times ahead.

6. EXTRACTS OF THE ANNUAL RETURN :

The Extracts of the Annual Return as prescribed in Form No.MGT 9 is enclosed as Annexure A.

7. RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors' Report) have been made from the same.

b) 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 at the end of nine months and the Loss of the Company for that nine months ended as on 31.03.2015.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed and that such financial controls are adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. NUMBER OF BOARD MEETINGS:

During the period 1st July, 2014 to 31st March, 2015 under review, 3 Board Meetings were held as detailed below :

(i) 30th August, 2014 (ii) 05th November, 2014

(iii) 30th January, 2015.

9. DIRECTORS:

Mrs. Shefali S. Bajaj, Director of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment.

10. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors of the Company viz. Dr. B.M. Saraiya, Mr. V.V. Desai and Mr. Rajiv Khanna have given a declaration that they meet the criteria of the independence as provided in Section 149(6) of the Companies Act, 2013.

Details of familarisation programme conducted during the period (1st July, 2014 to 31st March, 2015) is available at Company's website.

11. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:

During the year under review the Independent Directors reviewed the performance of the Ex-Chairman - Mr. Ashok Garware (resigned w.e.f. 30.08.14), present Chairman -Mr. Aditya Garware (appointed w.e.f. 30.08.14) and Executive Director - Mr. S.V. Atre. They concluded that both the Chairmen viz. Mr. Ashok Garware & Mr. Aditiya Garware have taken decisions in bonafide interest of the Company and no decision was against the interest of the Company and its Shareholders.

They further concluded that the Executive Director had played an extremely vital role in handling / settling the labour related matters with reference to closure of Ahmednagar factory and various matters arising out of it. He also continued to guide the repair squad in executing ship repair jobs.

12. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the period 1st April, 2015 to 31st March, 2016 to Bombay Stock Exchange Limited where the Shares of the Company are listed.

13. FIXED DEPOSITS:

During the period under review, no deposits were accepted under Chapter V of Companies Act, 2013 and hence the details relating to deposits and details which are not in compliance under Chapter V of the Act are "Not Applicable."

14. AUDITORS & AUDITORS' REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 139 of the Companies Act, 2013, certifying that they are eligible for taking up the appointment.

With regard to Auditors' Report and their comments regarding non-provision for diminution in the value of shares and amount recoverable from Garware Nylons Ltd, the same has been clarified in note no. 22(6) to the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the loss during the period under review as also the loss for the previous year, the Company was not required to make any contribution towards CSR and thus the required details are "Not Applicable".

16. SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS :

Save and except an Order passed by the Hon'ble High Court dated 15.12.2014 in respect of the application filed by the Company in the High Court of Judicature at Bombay to seek validation of transfer of 14,99,988 Equity Shares of Global Offshore Services Limited, wherein the Company was directed to maintain "status quo" in respect of the said shares, there was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operational or the "going concern" status of the Company.

17. INTERNAL FINANCIAL CONTROL:

In the opinion of the Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of the financial statements which forms part of the Annual Report.

18. DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES GIVEN U/S 186 OF COMPANIES ACT, 2013:

During the period under review (1st July, 2014 to 31st March, 2015) the Company has not granted any loan, not made any investment and not given any guarantee u/s 186 of the Companies Act, 2013 and thus the required details are "Not Applicable".

19. PERSONNEL:

The relations with Employees continue to be cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees.

20. DETAILS OF DIRECTOR & KEY MANAGERIAL PERSONNEL:

During the period under review (1st July, 2014 to 31st March, 2015), Mrs. Shefali S. Bajaj was appointed as Director of the Company w.e.f. 5th November, 2014.

During the period under review (1st July, 2014 to 31st March, 2015) under review, Mrs. Pooja Nambiar resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 30.08.2014 and Mrs. Nirmala Agarwal appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st December, 2014.

21. DETAILS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF COMPANIES ACT, 2013:

The required information is enclosed in Annexure B.

The Policy on dealing with related party transactions and materiality of related party transactions as approved by the Board may be accessed on the Company's website.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy.

The number of sexual harassment complaint/s received and disposed off during the year was Nil.

23. DEMATERILISATION OF SHARES :

The Company's Shares continue to be traded in Electronic form. As per Securities Exchange Board of India (SEBI) requirement, 100% of the Shares held by the promoters / persons acting in concert are in Electronic form.

24. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are given in a separate Annexure.

25. STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK POLICY :

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The risk management policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.

26. SECRETARIAL AUDITOR:

The Board has appointed Mr. Rajkumar Tiwari, Practicing Company Secretary, to conduct Secretarial Audit for the period 1st July, 2014 to 31st March, 2015. The Secretarial audit report for nine months ended 31st March, 2015 is annexed herewith as Annexure C. to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. DISCLOSURE:

(i) CSR COMMITTEE :

The CSR Committee comprises of Mr. Aditya Garware as Chairman, Dr. B.M. Saraiya and Mr. Rajiv Khanna as other Members.

CSR Policy may be accessed on the Company's website www.garwaremarine.com

(ii) AUDIT COMMITTEE :

The Audit Committee comprises of 3 Non-Executive Directors namely Dr. B.M. Saraiya, Chairman, Mr. Aditya Garware and Mr. V.V. Desai as the Members. All the recommendations made by the Audit Committee were accepted by the Board.

(iii) VIGIL MECHANISM:

The Company has in place a Vigil Mechanism / Whistle Blower Policy, in terms of Companies Act, 2013 and Listing Agreement.

Protected Disclosure can be made by a Whistle Blower to Whistle Blower Officer or to the Chairman of Audit Committee in the manner as prescribed in the Whistle Blower Policy. The Policy on Vigil Mechanism / Whistle Blower Policy may be accessed on Company's website www. garwaremarine.com

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement regarding Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo as required under Clause (m) of Sub-Section(3) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules 2014 is annexed herewith as Annexure D. However in view of suspension of all manufacturing activities, the same is not applicable.

29. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure - E. As per provisions of Section 136(1) of the said Act, these particulars will be made available to a shareholder on request.

30. SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS):

The Company does not have a subsidiary.

During the period under review there was no Company which became or ceased to be subsidiary / joint venture or Associate Company.

31. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.

On Behalf of the Board

ADITYA A. GARWARE Chairman

Date : 28th May, 2015 Place: Mumbai


Jun 30, 2014

Dear Members,

1. FINANCIAL RESULTS :

Rs. in Lacs

Year ended Year ended 30th June 14 30th June 13

Income from Operations (including Other Income) 566.43 985.67

Less: Expenses 896.73 951.26

Profit before Interest, Depreciation & Tax (330.30) 34.41

Less: Interest & Finance Charges 10.17 13.38

Profit before Depreciation & Tax (340.47) 21.03

Less: Depreciation & Amortization 1.63 33.75

Provision for Tax (13.11) 0.00

Net Profit for the year (328.99) (12.72)

2. DIVIDEND:

In view of the loss during the year under review, the Board of Directors have not recommended any dividend for the year 2013-14.

3. OPERATIONS:

During the year under review, the lay-off declared in the previous year effective 22nd April, 2013 continued till 26th December, 2013. Pursuant to the authority given to the Board by the Members through a Special Resolution passed u/s 180(1) (a) of the Companies Act 2013, Plant of the Company situated at E-10, MIDC Industrial Area, Ahmednagar - 414001 (Maharashtra) were disposed off. All the workmen and staff at Ahmednagar have been fully compensated under the severance scheme and have exited the Company.

During the year, Company could generate Rs.130.26 Lakhs from repair activity.

4. FUTURE OUTLOOK:

The Repair Division, continues profitably and is expected to continue doing so. The Company is in the process of consolidation and will explore the possibilities of new business upon consolidation.

5. RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors'' Report) have been made from the same;

b) 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 at the end of the year and the loss of the Company for that year ended as on 30th June 2014;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual Accounts on a going concern basis.

6. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2014-15 to Bombay Stock Exchange Limited where the Shares of the Company are listed.

7. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposit from public and shareholders.

8. DIRECTORS:

Mr. A. B. Garware - Director, resigned from the Board w.e.f. 30.08.2014. The Board places on record its appreciation for the valuable guidance and contribution made by him during his tenure as Director. Consequent to his resignation Mr. Aditya A. Garware has been appointed as Chairman of the Board of Directors w.e.f. 30.08.2014.

Mrs. Shefali S. Bajaj is appointed as Additional Director on 05.11.2014 and holds office till the date of ensuring Annual General Meeting. Notice from a member proposing her candidature for the office of Director has been received by the Company.

Mr. Aditya A. Garware, Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with BSE Ltd., Mr. Mr. V. V. Desai, Dr. B. M. Saraiya and Mr. Rajiv S. Khanna are proposed to be appointed as Independent Directors for a term of 5 (five) consecutive years from the date of ensuing Annual General Meeting.

Members are requested to appoint them.

9. AUDITORS & AUDITORS'' REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Eligibility Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 141 of the Companies Act, 2013.

With regard to Auditors'' Report, the Notes to the Accounts are self explanatory.

10. PERSONNEL:

The relations with Employees continue to be cordial. The Company would like to record its appreciation to Mr. S. V. Atre, Executive Director who was solely responsible for ensuring that the scheme of severance of employees was successful.

The Company did not have any Employee falling within the purview of Section 217(2A) of the Companies Act 1956.

11. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are given in a separate Annexure.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Rule 2 of The Companies (Disclosure of particulars in the Report of Board of Directors), Rules, 1988, the particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Outgo / Earnings, etc. are given in Form A & B in Annexure 1 of the Report.

13. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.

On Behalf of the Board

ADITYA A. GARWARE Chairman Date : 05th November, 2014 Place: Mumbai


Jun 30, 2010

Rs. in Lacs

Year ended Year ended 30.06.10 30.06.09

1. FINANCIAL RESULTS:

Income from Operations / Other Income 1299.97 1377.95

Less: Expenses (1158.17) (1120.70)

Profit before-Interest, Depreciation & Tax 141.80 257.25

Less: Interest & Finance Charges (31.38) (46.42)

Profit before Depreciation & Tax 110.42 210.83

Less: Depreciation & Amortization 30.02 (27.57)

Provision for Tax (including Fringe Benefit Tax) (8.44) (33.13)

Net Profit for the year 71.96 150.13



2. DIVIDEND

The Board of Directors is pleased to recommend Dividend @5% (previous year 5%) subject to the approval of the Members at the ensuing Annual General Meeting out of the Current Profits of the Company on 57,66,184 fully paid up Equity Shares of Rs.10/- each. The Cash Outflow on account of Dividend will be Rs.33.62 Lacs (previous year Rs. 33.73 Lacs) inclusive of tax on Dividend.

3. OPERATIONS:

During the year under review, the Company sold 328.896 MT of Fishing nets as against 329.495 MT in the previous year. Income from operations for the year under review was Rs. 942.27 Lacs as against Rs.830.47 Lacs. Even though the quantity of sales had fallen by 1 ton appx, the gross revenue increased in view of the price realization.

4. INSTALLATION OF NEW MACHIERY:

Two new machines were installed and commissioned in August, 2010.

5. FUTURE OUTLOOK:

Installation of new machines will increase productivity of the plant. The Company is striving to reduce overheads by further streamlining operations.

6. RESPONSIBILITY STATEMENT;

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors Report) have been made from the same.

b) 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 at the end of the year and the profit of the Company for that year ended as on 30.06.2010.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.

7. LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2010-11 to Bombay Stock Exchange Ltd. where the Shares of the Company are listed.

8. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposit from public and shareholders.

9. DIRECTORS;

Mr. Aditya A. Garware and Dr. B.M. Saraiya, Directors, retire by rotation and being eligible, offers themselves for re-election. The members are requested to elect them.

The Board of Directors, subject to the shareholders approval have re-appointed Mr. S.V. Atre. Executive Director, for further period of 3 years w.e.f. 31.10.2010. The members are requested to approve his re-appointment and payment of remuneration payable to him.

10. AUDITORS & AUDITORS REPORT:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

With regard to Auditors Report, the Notes to the Accounts are self explanatory.

11. PERSONNEL;

The relations with Employees continue to be cordial.

The Company did not have any Employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

12. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report and Corporate Governance Report along with the Auditors Statement of its compliance are enclosed in a separate Annexure.

13. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND QUTGQ;

As required under Rule 2 of The Companies (Disclosure of particulars in the Report of Board of Directors), Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Outgo / Earnings, etc. are given in Form A & B in annexure 1 of the Report.

14. ACKNOWLEDGEMENT:

The Board wishes to record the dynamic role of the Officers of the Company.



On Behalf of the Board

Place: Mumbai ASHOK GARWARE

Dated: 9th November, 2010 CHAIRMAN




Dec 31, 2000

1. The Directors present the Companys 23rd Annual Report together with the Audited Statement of Accounts of the Company for the 12 months ended 31st December, 2000.

2. FINANCIAL RESULTS :

Period ending Period ending 31st Dec00) 31st Dec99) (Rupees) (Rupees)

Profit (loss ) before interest, 1,61,89,236 1,26,02,164 Depreciation and Tax

Interest 1,09,37,972 1,15,89,085

Profit/(loss ) before depreciation 52,51,265 10,13,079

Depreciation 15,98,138 15,27,446

Tax (Provision for earlier year) 8,00,000 8,00,000

Profit/(loss) for the year 28,53,126 (13,14,368)

3. OPERATIONS :

The production of Fish Knitted fabrics during the year ended 31st December, 2000 amounted to 307 M.T. as against 299 M.T. during the previous year. The production of floats was 82 M.T. As against 60 M.T. During the previous year.

Total income during the year amounted to Rs.10.30 Crores as against Rs.11.10 Crores for the previous Accounting Year.

Sluggish & fluctuating demand continued to affect Companys sales on account of the fishing industry continuing to experience a recession. This recession was mainly caused by general fish famine that is prevalent in the World as a result of the Elnino +Elnina currents. Apart from this, due to the absence of control of fishing along the coastline, extreme "over-fishing" has taken place, which has not allowed young fish to grow & spawn. Large International Fishing Trawlers have also Been illegally encroaching upon indian waters and taking away a large share of the fish catch.

As a result several States in India had imposed a ban on fishing for varying periods during the year.

4. DEMATERIALISATION OF SHARES :

The Company is in the process of negotiating with Registrar & Transfer Agent for Dematerialisation of Shares Tripartite Agreements will be signed with both the Depositories viz. Central depository Services Ltd (CDSL) and National Security Depository Ltd (NSDL) shortly for making available Shares of the Company in dematerialised form..

5. FIXED DEPOSITS :

10 Deposits totalling Rs.45,000/- have remained unclaimed as op date.

6. DIRECTORS:

Mr. S.M.Laud & Mr. V.V.Desai, Directors retire by rotation, being eligible, offer themselves for re-election. Mr. S.M.Navare has ceased to be a Director.

7. DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors would like to inform Members that the Audited Accounts containing the Financial Statements for the year 2000 are in full conformity with the requirement of the Act and they believe that the Financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys Financial condition and results of operations. Thesefinancial statements are audited by the Statutory Auditors M/s. Thakur & Gupta Associates.

Your Directors further confirm that :

(i) in the preparation of the Annual Accounts, applicable Accounting Standards have been followed :

(ii) the Accounting Policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year :

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities :

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS :

You are requested to appoint Auditors for the current year ending 31st December, 2001 and to fix their remuneration. With regard to the Auditors Report, the Notes to the Accounts are generally self-explanatory.

9. PERSONNEL :

The relations with employees at both the Plants and the Head Office of the Company have generally been cordial.

The Company did not have any employee falling within the purview of Section 217 (2A) of the Companies Act, 1956.

10. Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo :

As required under rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of Energy, Technology absorption, Foreign Exchange outgo/earnings etc. are given in Forms A & B in Annexure 1 of the Report.

11. ACKNOWLEDGEMENT:

The Board thanks the Companys Bankers for their continued support.

On behalf of the Board of Directors

ASHOK GARWARE

Chairman

Mumbai

Date : 31.05.2001

 
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