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Directors Report of Kaycee Industries Ltd.

Mar 31, 2014

Dear members,

1. The Directors'' have pleasure in presenting the 71st Annual Report and Audited Statement of Accounts for the year ended 31st March 2014.

2. FINANCIAL RESULT:

Financial Results (Rupees in Lakhs) 2013-2014 2012-2013

Turnover (Net) 2490.36 2290.19

Operating Profit 98.69 121.32

Depreciation 36.92 29.72

Profit Before Taxation 61.76 91.60

Provision for taxation 19.25 26.00

Profit after Tax 43.18 60.65

Retained profit Brought forward 441.84 402.41

Transferred to General reserve 15 15

Proposed Dividend & Dividend Tax 7.37 6.21

Balance Retained In profit and loss account 462.65 441.84

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the profit was marginally lowered in this year. The company gear up in the coming years and expects also a good demand for its products in the year 2014-15.

Turnover increased by 8.74 % i.e. from Rs.2290.19 Lacs to Rs.2490.36 Lacs. The company has shown a Net profit after tax Rs.43.18 lacs and in the previous year it was Rs.60.65 lacs.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Raju Grover retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

Appointment of Mrs. Sona Ramchandani as an Independent Directors, pursuant to Section 149 and 152 of the Companies Act, 2013, is proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five year. Pursuant to section 149 and 152 of the Companies Act, 2013 Independent Directors will not be liable to retire by rotation.

8. Corporate Governance:-

Securities Exchange Board of India vide their Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 amended the clause 49 of listing agreement.

Therefore the Clause 49 will be applicable to all listed companies with effect from 1st October, 2014.

9. Cost Audit Compliance:

The cost audit for the year 2013-14 was conducted by the said cost auditor and all the compliances with respect to the Cost Audit were complied.

10. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2014 on a '' going concern '' basis.

11. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-I

12. Auditor''s report:

Auditors have referred to Para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

13. Auditors:

M/S N.D. Kapur& Co., Chartered Accountant (Firm Registration No.001196N), Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General meeting and are eligible for reappointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

14. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

Raju Grover Chairperson & Director

MUMBAI DATED: 30th May, 2014


Mar 31, 2013

1. The Directors'' have pleasure in presenting the 70th Annual Report and Audited Statement of Accounts for the year ended 31st March 2013.

2. Financial Results: (Rupees in Lakhs)

2012-2013 2011-2012

Turnover (Net) 2290.19 2516.27

Operating Profit 121.32 165.07

Depreciation 29.72 27.22

Profit Before Taxation 91.60 137.85

Provision for taxation 26.00 45.68

Profit after Tax 60.65 96.25

Retained profit Brought forward 402.41 332.08

Transferred to General reserve 15 20

Proposed Dividend & Dividend Tax 6.21 5.92

Balance Retained In profit and loss account 441.84 402.4

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the turnover and profit was marginally lowered in this year. The company gear up in the coming years and expects also a good demand for its products in the year 2013-14.

Turnover decreased by 8.98% i.e. from Rs. 2516.27 Lacs to Rs.2290.19 Lacs. The company has shown a Net profit after tax Rs.60.65 lacs and in the previous year it was Rs.96.25 lacs.

During the year the company had purchased a unit at Ambernath and started its manufacturing activity for its products for above premises. In order to get boost in sales and income, the company has taken this inititiative to increase the production of their existing products and also get good demand in the market for the introduction of news products.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Sona Ramchandani, retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

8. Appointment of Cost Auditor :

Pursuant to the notification No.F.No.52/26/CAB-2010 dated 24th January, 2012 of Ministry of Corporate Affairs, every company listed on the Exchanges has to compulsorily appoint Cost Auditor for the year 2012-13. The company appointed M/s. Vinayak Kulkarni & Associates, Cost Auditor for the year 2012- 13.

Due to reasons beyond, M/s. Vinayak Kulkarni has resigned during the year and in turn Mr.Vinod Subramanian, Cost Auditor appointed by the Board of Directors in place of him. The cost audit for the year 2012-13 was conducted by the said cost auditor and all the compliances with respect to the Cost Audit was complied.

9. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2013 on a '' going concern '' basis.

10. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-l

11. Auditor''s report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

12. Auditors:

M/s. N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1 B) of The Companies Act, 1956. Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Boar of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-ll to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

MUMBAI Aarti Grover

DATED : 30th May, 2013 Chairperson


Mar 31, 2012

1. The Directors' have pleasure in presenting the 69th Annual Report and Audited Statement of Accounts for the year ended 31st March 2012.

2. Financial Results: (Rupees in Lakhs)

2011-2012 2010-2011

Turnover (Net) 2516.27 2687.73

Operating Profit 165.07 189.64

Depreciation 27.22 23.80

Profit Before Taxation 137.85 165.83

Provision for taxation 45.68 54.50

Profit after Tax 96.25 100.86

Retained profit Brought forward 332.08 257.18

Transferred to General reserve 20 20.00

Proposed Dividend & Dividend Tax 5.92 5.96

Balance Retained In profit and loss account 402.41 332.07



3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the turnover and profit was marginally lowered in this year. The company would gear up in the coming years and expects a good demand in the year 2012-13.

Turnover decreased by 6.38% i.e. from Rs.2687.73 Lacs to Rs.2516.27 Lacs. The company has shown a Net profit after tax Rs.96.25 lacs and in the previous year it was Rs. 100.86 lacs.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Raju Grover, retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

Mrs. Sona Ramchandani, was appointed as an Additional Director of the Company on 20.03.2012 under Section 260 of the Companies Act, 1956. She holds her office till the conclusion of the forthcoming Annual General Meeting and is eligible for appointment as Director.

Ms. Aarti Grover, was appointed as an Additional Director of Company on 29.09.2011 under section 260 of the Companies Act, 1956 be and is hereby appointed as Director of the company.

During the year the Company at its Board Meeting held on 14th August, 2012, re-designated Ms Aarti Grover as Managing Director of the Company on remuneration payable to her in terms of resolution passed by the shareholders by postal ballot on 23.02.2011.

During the year Mr Aalok Ghosh, who was Director of the Company resigned from the Directorship and company places on record its appreciation of the services rendered by him during his tenure as Director of the Company.

8. Appointment of Cost Auditor:

Pursuant to the notification No.F.No.52/26/CAB-2010 dated 24th January, 2012 of Ministry of Corporate Affairs, every company listed on the Exchanges has to compulsorily appoint Cost Auditor for the year 2012-13. The notification also indicates that the Company has to file Compliance Certificate for the year 2011-12 within 180 days from the date of financial year ended March, 2012. Accordingly, company has approached by M/s. Vinayak Kulkarni & Associates, Cost Auditor, Mumbai for this assignment. The company appointed M/s. Vinayak Kulkarni & Associates, Cost Auditor for the year 2012-13.

9. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31sl March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31sl March, 2012 on a ' going concern ' basis.

10. Secretarial Compliance Certificate:

As required under the provision of section 383Aof the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-l

11. Auditor's report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

12. Auditors:

M/s. N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1 B) of the Companies Act, 1956. Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-l I to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

Aarti Grover

Managing Director

MUMBAI

DATED: 29th August, 2012


Mar 31, 2010

1. The Directors have pleasure in presenting the 67 Annual Report and Audited Statement of Accounts for the year ended 31st March 2010.

2. Financial Results: (Rupees in Lakhs)

2009-2010 2008-2009

Turnover (Net) 2552.10 2126.60

Operating Profit 163.76 155.29

Depreciation 22.33 21.30

Profit Before Taxation 141.43 133.99

Provision for taxation 48.00 50.25

Profit after Tax 104.85 79.21

Retained profit Brought forward 178.17 124.93

Transferred to General reserve 20.00 20.00

Proposed Dividend & Dividend Tax 5.97 5.96

Balance Retained In profit and loss account 257.06 178.18

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting

4. Performance of the Company:

The company registered an overall improvement in production, sales volume and turnover during the year under review.

Turnover increased by 20% i.e. from Rs.2126.60 Lacs to Rs.2552.10 Lacs. The company has shown a quantum jump in Net profit after tax from Rs.79.21 Lacs in the previous year to Rs. 104.85 Lacs in the year under review.

With greater focus on Power Generation and more capacities being added in, we see a potential for good growth for the Companies Products. The company expects good demand for its product in the year 2010-11.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Directors:

Mrs Raju Grover retires at the ensuing annual general meeting in accordance with the Companies Act, 1956 and Articles of association of the company, she being eligible, offer herself for reappointment.

Mr. N. T. Nair resigned from the directorship of the Company during the Financial Year under review.

8. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

9. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-I

10. Auditors report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

11. Auditors:

M/s.N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1B) of The Companies Act, 1956.

Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

12. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 24 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

13. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

14. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

R. D GROVER Chairman & Director

MUMBAI

DATED: 30th August 2010


Mar 31, 2003

1. The Directors present their 60th Annual Report and Audited Statement of Accounts for the year ended 31st March 2003.

2. FINANCIAL RESULTS:

2002-2003 Previous Year Rupees Rupees

Turnover (Net) 8,65,92,470 8,41,19,950

Gross Profit /(Loss) 13,42,308 (3,58,331)

Depreciation 10,26,246 11,00,433

Profit / (Loss) before Taxation 3,16,062 (14,58,764)

Provision for Taxation 30,000 -

Balance Profit / (Loss) 2,86,062 (14,58,764)

Excess Provision for taxation 56,417 - of earlier years written back

Retained Profit brought forward - -

Balance transferred to General Reserve - (14,58,764)

Balance retained in Profit & Loss Account 3,42,479 -

3. Dividend:

The Directors do not recommend payment of Dividend for the year ended 31st March2003

4. Change In Management:

The Directors are pleased to inform you that the management of the company has been taken over by M/s CMS Traffic Systems Limited and M/s Jess Prasad Engineering and Metallurgical Services Pvt. Ltd on 2nd July 2002 and has completed all the necessary formalities from various authorities for taking over the business.

5. Performance of the Company :

The Directors are pleased to report that on taking over the company the management had taken various measures to increase the sales as well as improve the quality of the product, resulting in an increased turnover of Rs 865.92 lacs as against Rs. 841.20 lacs in previous year.

6. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

7. Deposits:

Deposits totalling Rs. 15,000/- due for repayment as on 31.3.2003 remained unclaimed.

8. Directors:

Mr. Naresh Chandra, Chairman and Managing Director, Mr. Niraj Bajaj, Mr. A.K Jalan, Mr. S.K Nevatia and Mr. Sopan Agarwal resigned as the directors of the company w.ef 2nd July 2002. The board would like to place on record its appreciation for the services rendered to the company during their association with the company.

Mr. S. Ramadorai and Mr N.T Nair, Directors retire at the ensuing annual general meeting in accordance with the Companies Act, 1956 and Articles of Association of the company. They being eligible, offer themselves for reappointment. The members are requested to reappoint Mr.S.Ramadorai and Mr N.T Nair as Directors of the company.

9. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2003, the applicable accounting standards had been followed along with proper explanations relating to material departures, other than provision of leave encashment as specified in AS-15 and non recognition of deferred tax assets as specified in AS-22 due to uncertainty of quantum of future profits.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(iii) That the directors had 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 the directors had prepared the accounts for the financial year ended 31 st March, 2003 on a going concern basis.

10. Secretarys Responsibility Statement:

The Secretarial Compliance Certificate is attached as per Annexure-I

11. Auditors Report:

Auditors have referred to Note No. 20 and Note No. 23 as appearing in Schedule No.ll, Notes forming part of the accounts. In the opinion of the Directors the notes are self explanatory and requires no further explanation.

12. Auditors:

You are requested to appoint Auditors for the year from the conclusion of the ensuing Annual Genera] Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 24 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

14. Enviornment safety and energy conservation:

As required by the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

15. Shares in Demat Form :

Since the volume of the company shares traded in Bombay Stock Exchange is very low, company has not made any arrangement of conversion of physical shares into demat form, the same will be done in due course of time.

16. Appreciation:

During the year relation with the employees were cordial.

On behalf of the Board of Directors

R.D GROVER Director

V.K PRASAD Director

S.RAMADORAI Director

MUMBAI DATED: 31st July 2003

 
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