Mar 31, 2014
TO THE SHAREHOLDERS
The Directors present their Annual Report together with Audited
Accounts of the company fortheyear ended 31st March, 2014
FINANCE AND ACCOUNTS
2014 2013
Rs in lacs Rs in lacs
a) Revenue from operations 1232.08 1249.63
b) Other Income 0.34 8.19
1232.41 1257.82
Operating Profit (loss) before
Extraordinary items and Tax 66.00 130.67
Less: Depreciation amortiztion 138.65 151.61
Less: Extraordinary items (67.48) 0
Less: Provision for Income Tax (net) 0 0
Add/Less: Deferred Tax (credit) (1.10) (7.86)
Profit for the year after tax (4.07) (13.08)
Add: Profit b/f from previous year (2.09) 10.99
Balance carried to Balance Sheet (6.16) (2.09)
Your Directors have to inform that the due to continuing slow down in
automotive industry, the turnover of the company was marginally reduced
over the previous year from Rs. 1249.63 lacs to Rs. 1232.08 lacs.
However exports have increased by 58% to Rs 314.76 lacs. The EBITDA for
the year under review taking into consideration of extra ordinary items
of prior period receipts/increase in salaries, etc.; is Rs.266.43 lacs
as against Rs. 269.36 lacs in previous year. The Company is trying to
offset the adverse impact of the demand recession in India by
increasing the exports.
In view of slowdown in Automotive Industry which consists of 70% of
company''s turnover and looking to the current trend in the sector, the
company has made an application to its bankers, Bank of India, for re-
schedulement of future installments of term loans due to negative
working results and inadequate cash flows to meet and honour the
current and future burden of installments which are higher from current
year and the past years. The proposal is under consideration by the
Bank.
AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN
110271W the retiring auditors are eligible for re-appointment. The
Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141{3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Notes on Financial Statements
referred to in the Auditors'' Report are self-explanatory and do not
call for any further comments.
COST AUDITORS
The Company has appointed M. R. Pandit & Co., Cost auditors for
conducting the audit of cost records of the Company for the financial
year 2013-14:
DIRECTORS
Shri Kunal S. Bafna was appointed as Whole time Director w.e.f. 10th
October, 2013, subject to approval of shareholders. The necessary
resolutions for your approval to the appointment of Shri Kunal S.
Bafna as Whole time Director of the company have been included in the
notice to the ensuing Annual General meeting. The Directors commend his
appointment
Shri R. Mazumdar, Managing Director of the company ceases to be
Managing Director w.e.f. 01.04.2014 due to his incapacity and
continuing major illness from 17.02.2014 and therefore he is deemed to
have vacated the office of Managing Director. The Board appreciates for
his long association and tenure with the company of over four decades
during which he has worked tirelessly for the company, improved its
performance over the years and has successfully implemented various
modernization/expansion plans of the company. The Board wishes him all
the best in speedy recovery of his health.
Shri Mohan Z. Kothari, Jt.Managing Director has been appointed as
Managing Director for the balance term of 2 years w.e.f. 1st April 2014
by the Board of Directors on the same terms and conditions as approved
by the Board and shareholders in the last AGM save and except the cha
nge in designation as Managing Director in view of
Shri R. Mazumdar ceasing to be Managing Director. The notice convening
the Annual General Meeting includes the proposal/terms for his
appointment and payment of remuneration as Managing Director. The
Directors recommend his appointment.
EMPLOYEE RELATIONS
Your Directors would also like to place on record their appreciation
for the services rendered by all categories of the company''s employees.
BANKER
Your Directors would like to place on record their appreciation for the
pro-active support and assistance given by the banker, Bank of India
and look forward to receive their continued support and assistance.
DIRECTORS'' RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant to Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accounts for the year under review,
the Directors hereby confirm that:
a) In preparation of annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes forming part of Accounts.
b) They have in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 loss of the company for that year.
c) Proper and sufficient care for 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 others irregularities have been taken to the best
of their knowledge and ability.
d) The annual accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified forthe purpose by the authorities.
ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(l)(e) of the Company''s Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors'' Report.
By Order of the Board
(M.Z.KOTHARI)
MANAGING DIRECTOR
(RAHUL DUGAR)
DIRECTOR
PLACE: Mumbai
DATED: 31st May, 2014
Mar 31, 2013
TO THE SHAREHOLDERS
The Directors present their Annual Report together with Audited
Accounts of the company for the year ended 31* March, 2013 FINANCE AND
ACCOUNTS
2013 2012
Rs in lacs Rs in lacs
a) Revenue from operations 1249.63 1361.05
b) Other Income 8.19 12.28
1257.82 1373.33
Operating Profit (loss) before
Extraordinary items and Tax 130.67 215.06
Less: Depreciation 151.61 120.72
Less: Extraordinary items 94.10
Less: Provision for Income Tax (net) (0.48)
Add/Less: Deferred Tax (credit) (7.86) 0.56
Profit for the year after tax (13.08) 0.16
Add: Profit b/f from previous year 10.99 10.83
Balance available for appropriations (2.09) 10.99
Less: Interest of Dividend Distribution
Tax for previous year
Balance carried to Balance Sheet (2.09) 10.99
Your Directors have to inform that the due to slow down in automotive
industry which has affected turnover of the company by 8% over previous
year and stood at Rs 1249.63 lacs against Rs 1361.05 lacs. However
exports have increased by 27% to Rs 199.25 lacs .The EBITDA for the
year under review is Rs.269.36 lacs as against Rs.340.74 lacs in
previous year. The Company is trying to offset the adverse effects of
the demand recession in India by increase exports.
Allotment of equity shares at premium
The shares, pursuant to the Order of the Hon''ble Bombay High Court
dated December 08, 2011, sanctioning the scheme of arrangement of the
company with its specified creditors for conversion of unsecured loans
of Rs. 3.20 crores into 800000 equity shares of face value of Rs
10/-each at a premium of Rs 30/- pershare; has
beenallottedduringtheyearunder review.
AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai,
FRN110271W the retiring auditors are eligible for re-appointment. The
Board recommends their re-appointment.
COST AUDITORS
The Board of Directors are in the process of appointing a Cost Auditor
as required by The Companies (Cost Audit Report) Rules, 2011 and the
Cost Audit Order No 52/26/CAB/2010datedJanuary24,2012.
DIRECTORS
Shri Bhagat S.Dugar retires by rotation and being eligible, offers
himself for re- appointment. The Directors recommend his
re-appointment.
Shri Mohan Z. Kothari, Jt.Managing Director has been re-appointed for a
further period of 3 years w.e.f. 1 st April 2013 by the Board of
Directors. The notice convening the Annual General Meeting includes the
proposals for re-appointment and payment of remuneration to the Jt.
Managing Director. The Directors recommend his re-appointment. -
EMPLOYEE RELATIONS
Your Directors would also like to place on record their appreciation
for the services rendered by all categories of thecompany''semployees.
BANKER
Your Directors would like to place on record their appreciation for the
pro-active support and assistance given by the banker. Bank of India
and look forward to receive their continued support and assistance.
DIRECTORS'' RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant to Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accountsforthe year under review,
the Directors hereby confirm that:
a) In preparationof annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes forming part of Accounts.
b) They have in the selection of the accou nting policies, consulted
the Statutory Auditors and have 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 compa ny at the end
of the fina ncia I year a nd of the lossofthecompanyforthatyear.
c) Proper and sufficient careformaintenanceofadequateaccountingrecords
in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the company and for preventing and detecting
frauds and others irregularities have been taken to the best of their
knowledge and ability.
d) The annual accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified for the purpose by the authorities.
ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(l)(e) of the Company''s Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors''Report.
By Order of the Board
(R.MAZUMDAR)
MANAGING DIRECTOR
(RAHUL DUGAR)
DIRECTOR
PLACE: Mumbai
DATED: 31st May, 2013
Mar 31, 2012
The Directors present their Annual Report together with Audited
Accounts of the company for the year ended 31st March, 2012
2012 2011
Rs in lacs Rs in lacs
a) Revenue from operations 1361.05 1190.33
b) Other Income 12.28 4.14
1373.33 1194.47
Operating Profit before Extraordinary
items and Tax 94.34 32.48
less: Extraordinary items 94.10
Less: Provision for Income Tax - MAT- (net) 0.19
Add/Le ss: Deferred Tax (credit) 0.08 7.64
Profit for the year after tax 0.16 24.65
Add: Profit b/f from previous year 10.83 (13.82)
Balance available for appropriations 10.99 10.83
Less: Interest of Dividend Distribution Tax
for previous year - -
Balance carried to Balance Sheet 10.99 10.83
Your Directors have to inform that the turnover of the company
increased by 14% to Rs 1361.05 lacs. Further exports have increased by
100% to Rs 156.99 lacs. The EBITDA for the year under review is
Rs.340.74 lacs as against Rs.242.39 lacs in previous year. Your
Directors have to further report that consequent on the euro zone
crises there has been a down turn in the automotive industry resulting
in a demand recession. Fortune of the automotive industry are expected
to revive from the third quarter of the current year.
Allotment of equity shares at premium
The Hon'ble Bombay High Court has vide its order dated December
08,2011, sanctioned the scheme of arrangement of the company with its
specified creditors for conversion of unsecured loans of Rs. 3.20
crores into 800000 equity shares of face value of Rs 10/- each at a
premium of Rs 30/- per share. The Hon'ble Bombay High Court had further
ordered that the said preferential allotment be done after adjudication
and payment of stamp duty. The adjudication order has been received and
the payment is being made within the stipulated time.
AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai,
FRN110271W the retiring auditors are eligible for re-appointment. The
Board recommends their re-appointment.
COST AUDITORS .
The Ministry of Corporate Affairs (MCA) has introduced The Companies
(Cost Audit Report) Rules,2011 vide its notification no GSR 430(E)
dated June 03,2011. This rules make it mandatory for industries to
appoint a Cost Auditor with in 90 days of the commencement of the
financial year. The Cost Audit Order No 52/26/CAB/2010 dated January
24, 2012 covers engineering machinery (electrical and electronic
products) due to which the Company's manufacturing operations will get
covered w.e.f. April 01,2012. The company is in process of
appointing the Cost Auditor.
DIRECTORS
Shri Rahul Dugar Director who retires by rotation and being eligible
offer him self for re-appointment. The Directors recommend his
re-appointment.
EMPLOYEE RELATIONS
Your Directors are pleased to place on record their sincere
appreciation of the sacrifice made voluntarily in the remuneration by
all officers of the company to help the company tide over the global
meltdown. Your Directors would also like to place on record their
appreciation for the services rendered by all categories of the
company's employees.
BANKERS
Your Directors would like to place on record their appreciation for the
pro-active support and assistance given by the bankers, Bank of India
and look forward to receive their continued support and assistance.
DIRECTORS' RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant tc Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accounts for the year under review,
the Directors hereby confirm that:
a) In preparation of annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes forming part of Accounts.
b) They have in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 of the company for that year.
c) Proper and sufficient care for maintenance of adequate accounting
safeguarding the assets of the company and for preventing and detecting
frauds and others irregularities have been taken to the best of their
knowledge and ability
d) The annual accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified for the purpose by the authorities.
ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(l)(e) of the Company's Act, 19S6 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 19S6 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors' Report.
By Order of the Board
(R.MAZUMDAR)
MANAGING DIRECTOR
(RAHULDUGAR)
DIRECTOR
PLACE: Mumbai
DATED: 31st July, 2012
Mar 31, 2011
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors present their Annual Report together with Audited
Accounts of the company for the year ended 31st March, 2011
1. FINANCE AND ACCOUNTS
2011 2010
Rs. in lacs Rs. in lacs
a) Sales 1190.33 767.51
b) Other Income 4.14 9.69
1194.47 777.20
Operating Profit before Tax 32.48 (61.27)
Less : Provision for Income Tax 0.19 -
MAT - (net)
Add/Less : Deferred Tax (credit) 7.64 (27.64)
Profit for the year after Tax 24.65 (33.63)
Add. Profit b/f from previous year (13.82) 20.09
Balance available for appropriations 10.83 (13.54)
Less:
Interest of Dividend Distribution - 0.28
Tax for Previous Year
Balance carried to Balance Sheet 10.83 (13.82)
Your Directors are pleased to inform that consequent to the demand
revival, the turn over of the company increased by 55% to Rs 1190.33
lacs resulting in EBITDA of Rs.242.39 lacs as against Rs.125.19 lacs in
previous year. The net profit after tax has also increased to Rs.24.65
lacs as against a net loss of Rs.33.63 lacs in previous year. The order
book is healthy and barring unforeseen circumstances, your company
expects to achieve better sales and consequent profits in the current
year. Issue and Allotment of equity shares at premium
The Company has filed an application together with a scheme of
arrangement with its specified creditors for settlement of unsecured
loans amounting to Rs.3.20 Crores given by them by issue and allotment
of 800000 equity shares of Rs.10/- each at a premium of Rs.30/- u/s 391
and 394 of the Companies Act 1956 with the Hon'ble Bombay High Court.
The said application was filed after obtaining the NOC to the proposed
scheme from the Bombay Stock Exchange as per the terms of the Listing
Agreement. The Hon'ble Bombay High Court had vide its order dated
6-5-2011 directed the company to convene the meeting of its member on
13-6-2011 for approval of the said scheme. The meeting was held on the
appointed date and the scheme was approved by the requisite majority of
the members. The company has filed the Chairman's Report on the outcome
of the meeting with the Hon'ble Bombay High Court. The Hon'ble Bombay
High Court has admitted the petition on 29th July, 2011 .Necesssary
steps will be taken by the company to give effect to the scheme as per
the directions of the Hon'ble Bombay High Court.
2. AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN
110271W the retiring auditors are eligible for re-appointment. The
Board recommends their re-appointment.
3. DIRECTORS
Mr. R.Mazumdar, Managing Director has been re-appointed for a further
period of 3 years w.e.f. 1st January,2011 by the Board of Directors.
The notice convening the Annual General Meeting includes the proposals
for re-appointment and payment of remuneration to the Managing
Director.
Mr. Bhagat Singh Dugar, Chairman has been appointed as Executive
Chairman for a period of 3 years w.e.f. 1st April 2011 by the Board of
Directors. The notice convening the Annual General Meeting includes the
proposals for appointment and payment of remuneration to the Executive
Chairman.
Mr. Rahul Dugar resigned as a Whole Time Director on 31st March 2011
but continues as a Director on the Board of the Company. Your Directors
place on record their appreciation of his services and look forward to
the continued benefit of his advice.
4. EMPLOYEE RELATIONS
Employee's relation remained cordial during the year. Your Directors
would like to record their appreciation for the services rendered by
all categories of the company's employees.
5. BANKERS
Your Directors would like to place on record their appreciation for
the- pro-active support and assistance given by the bankers, Bank of
India and look forward to receive their continued support and
assistance.
6. DIRECTORS' RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant to Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accounts for the year under review,
the Directors hereby confirm that:
a) In preparation of annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes to Accounts in Schedule 16.
b) They have in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 account of the company
for that year.
c) Proper and sufficient care for 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 others irregularities have been taken to the best
of their knowledge and ability.
d) The annual accounts have been prepared on a "going concern basis".
7. CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified for the purpose by the authorities.
8. ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(1)(e) of the Company's Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/ rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors' Report.
By Order of the Board
(B. S. DUGAR)
CHAIRMAN
(R. MAZUMDAR)
MANAGING DIRECTOR
PLACE: MUMBAI
DATED: 30th JULY, 2011
Mar 31, 2010
The Directors present their Annual Report together with Audited
Accounts of the company for the year ended 31st March, 2010
1. FINANCE AND ACCOUNTS
2010 2009
Rs. in lacs Rs. in lacs
a) Sales 767.51 664.37
b) Other Income 5.65 4.13
773.16 668.50
Operating Profit before Tax (61.27) (83.93)
Less : Provision for Income Tax - 1.19
(including Fringe Benefit Tax)
Add/Less: Deferred Tax (credit) (27.64) (15.25)
Profit for the year after Tax (33.63) (69.87)
Add. Profit b/f from previous year 20.09 107.52
Balance available for appropriations (13.54) 37.65
Less Preference Dividend - 15.00
Dividend Distrbution Tax - 2.54
Interest of Dividend Distribution 0.28 -
Tax for Previous Year
Balance carried to Balance Sheet (13.82) 20.09
The global meltdown, which impacted particularly the Automotive
Industry - the sector in which your company operates - severely
effected the companys performance during the previous year, continued
for the first 6 months of the year under review. Your Directors are
pleased to inform that the demand has since revived, which has resulted
in higher sales of Rs.767.51 lacs in the current year as against Rs.
664.37 lacs in the previous year. The order book is healthy and barring
unforeseen circumstances, your company expects to achieve better sales
and consequent profits in the current year.
Issue and Allotment of equity shares at premium
Pursuant to the Special Resolution" passed by the members of the
company at the Annual General Meeting held on September 30,2009
authorising the company to issue and allot equity shares of Rs.10/-
each at a premium of Rs.30/- to the promoters u/s. 81 of the Company
Act, 1956, an application dated January 11, 2010 was made to SEBI
seeking exemption under Regulation 4 of SEBI (Substantial Acquisition
of Shares and Takeovers) Regulation 1997. The Takeover Panel had
rejected the application. The Promoters had then made representation to
the Member, SEBI who after considering the Promoters representation
directed theTakeover Panel to reconsider the same. The decision of the
Takeover Panel is pending.
Broach Project
M/s. Arthur Klink GmbH had failed and neglected to discharge their
contractual obligations and responsibilities, the company terminated
the Contract and recalled the advance amount of Euro 197,435. As Arthur
Klink GmbH did not repay the said advance, the company has invoked
arbitration under the International Zurich Chamber of Commerce, Zurich.
The said arbitration is pending. The company is hopeful of getting a
favorable outcome in the matter.
2. AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN
110271W the retiring auditors are eligible for re-appointment. The
Board recommends their re-appointment.
3. DIRECTORS
Mr. M. Z. Kothari and Mr. Rahul Dugar both Whole Time Directors retire
and are eligible for re-appointment at the forthcoming Annual General
Meeting. The notice convening the Annual General Meeting includes the
proposals for re-appointment and payment of remuneration to said Whole
Time Directors.
4. EMPLOYEE RELATIONS
Your Directors are pleased to place on record their sincere
appreciation of the sacrifice made voluntarily in the remuneration by
all officers of the company to help the company tide over the global
meltdown. Your Directors would also like to place on record their
appreciation for the services rendered by all categories of the
companys employees.
5. BANKERS
Your Directors would like to place on record their appreciation for the
pro-active support and assistance given by the bankers, Bank of India
and look forward to receive their full support and assistance.
6. DIRECTORS RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant to Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accounts for the year under review,
the Directors hereby confirm that:
a) In preparation of annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes to Accounts in Schedule 16.
b) They have in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 account of the company
for that year.
c) Proper and sufficient care for 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 others irregularities have been taken to the best
of their knowledge and ability.
d) The annual accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified for the purpose by the authorities.
8. ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(1)(e) of the Companys Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/ rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors Report.
By Order of the Board
(B. S. DUGAR)
CHAIRMAN
(R. MAZUMDAR) MANAGING DIRECTOR
PLACE: MUMBAI
DATED: 7th AUGUST, 2010
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