Dec 31, 2013
Dear Members,
The Directors are pleased to present the Fiftieth Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended 31st December, 2013.
FINANCIAL HIGHLIGHTS
Rs. in Lacs
For the year For the year
ended on 31st ended on 31st
December 2013 December 2012
Sales and Income from other sources 1,233.23 1,113.30
Profit/(Loss) before taxation (500.92) (436.34)
Provision for taxation:
* Current tax - -
* Deferred tax (282.89) 127.88
* Prior period tax adjustment 1.34 (281.55) - 127.88
Net Profit/(Loss) after taxation (782.47) (308.46)
In view of the carried forward losses, your Directors regret their
inability to recommend any dividend.
FINANCIAL RESULTS
Sales and Income for the current year ended 31 st December, 2013 is Rs.
1,233.23 lacs. However, for the previous financial year ended 31st
December, 2012, Sales and Income was Rs. 1,113.30 lacs. The loss after
tax for the current year amounted to Rs. 782.47 lacs as against the
loss after tax of Rs. 308.46 lacs in the previous year.
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
The main reason for losses in the previous year was prolonged delay in
completion of existing public sectors orders, lack of new orders,
derecognition of deferred tax assets, exchange rate loss, and expenses
on exceptional items shown separately in Profit & Loss account.
The Company has access to the latest technology and systems as well as
markets in China, Europe, South America, Africa and other parts of the
world, where the Promoters, Terruzzi Fercalx SpA have a presence and
have sub-contracted part of the orders received by them in Zambia &
Mongolia to the Company. Sourcing from India by the Terruzzi Fercalx
group is expected to grow in the future. The Company with the help of
Terruzzi Fercalx Group has expanded its geographical footprint in the
international & domestic markets and has taken a number of initiatives
which are expected to yield good results in the coming years. The
Company has also won 2 orders for hydration plants which will be
manufactured in India.
TRANSFER OF LEASE RIGHTS IN LAND AND FACTORY LOCATED AT AHMEDNAGAR
Since the Company''s manufacturing operations at Ahmednagar factory have
been suspended, since 1998. Your Board of Directors felt that it would
be in the interest of the Company to transfer its lease hold rights in
the land and factory building located at Plot no. B-21, MIDC Industrial
Area, Ahmednagar and has signed a ''Memorandum of Understanding'' on 27th
February, 2014 to this effect with a prospective buyer. Since the book
value of the above assets, is less than 20% of the Company''s net worth
as on 31st December, 2013, section 180(1)(a) of the Companies Act, 2013
is not applicable.
DIRECTORS
As per provisions of section 152 of the Companies Act, 2013, Dr.
Daniele Terruzzi and Ms. Paola Terruzzi, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Your Directors recommend
their re-appointment.
At the Board Meeting held on 28th February, 2014, Mr. Ranganath Desai
was re-appointed as Director designated as Executive Director - Finance
for a further period of one year starting from 21st February, 2014 to
20th February, 2015, subject to approval of the shareholders at the
ensuing Annual General Meeting. However, Mr. Ranganath Desai resigned
as an Executive Director - Finance of the Company with effect from 4th
July 2014 vide his letter dated 12th May 2014. The approval of
shareholders is being sought for re-appointment of Mr. Ranganath Desai
for a period starting from 21st February, 2014 to 4th July, 2014.
On 14th November, 2013, Mr. Nicola Obert resigned as an Independent
Director of the Company. The Board places on record its sincere
appreciation for the valuable services rendered by Mr. Ranganath Desai
and Mr. Nicola Obert during their respective tenure of directorship in
your Company.
Mr. Anand Gadkari was appointed as an Additional Director, designated
as Managing Director for a period of three years on 16th May, 2014,
subject to approval of the shareholders at the ensuing Annual General
Meeting.
Mr. Roberto De Filippis Delfico was appointed as an Additional Director
on 16th May, 2014, designated as Independent Director to hold the
office till the ensuing Annual General Meeting, eligible for
re-appointment for a period of five consecutive years from the
conclusion of ensuing Annual General Meeting and not liable to retire
by rotation.
As per applicable provisions of Companies Act, 2013, relevant rules and
notifications relating thereto, Mr. Massimo Ferracci, Mr. Claudio Del
Bianco and Mr. Massimiliano Altabella, Independent Directors have been
appointed as Independent Directors for a period of five consectuive
years from the conclusion of ensuing Annual General Meeting and not
liable to retire by rotation.
Also in the opinion of the Board, Mr. Massimo Ferracci, Mr. Claudio Del
Bianco and Mr. Massimiliano Altabella and Mr. Roberto De Filippis
Delfico, Independent Director fulfils the conditions specified in the
Companies Act, 2013 and rules made thereunder for their appointment as
an Independent Directors of the Company and are Independent of the
Management.The Company has received consent letters from them.
LISTING OF SECURITIES
The Company''s shares are listed on the Bombay Stock Exchange. The
annual listing fees have been paid by the Company for the year
2014-2015. Your Company would be completing its 25 years of listing
with BSE on 26th May, 2014.
DEPOSITORY SYSTEM
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central
Securities Depository Limited (CDSL). As on 31st December, 2013, 94.98%
of the equity shares of your Company were held in dematerialized form.
CORPORATE GOVERNANCE
The Company is committed to maintain the standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
The Report on Corporate Governance in compliance with clause 49 of the
Listing Agreement with the Bombay Stock Exchange Limited and the
Auditors'' Certificate forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company is provided in a separate section and forms part of this
Report.
DEPOSITS
The Company has not invited/accepted any deposits from the public
during the year ended 31st December, 2013. There were no unclaimed or
unpaid deposits as on 31st December, 2013.
PARTICULARS OF EMPLOYEES
None of the employees has received remuneration/salary exceeding the
limit as stated in Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required by 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 are given in Annexure ''A''.
DIRECTORS'' REPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that: -
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanations
relating to material departures, if any.
(ii) appropriate accounting policies have been selected and applied
consistently and the Directors have 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 December, 2013 and of the
loss for the year ended 31st December, 2013.
(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. Suresh Surana & Associates LLP, Chartered Accountants, Statutory
Auditors retires at the ensuing Annual General Meeting and are eligible
for reappointment. The Company has received a certificate from the
statutory auditors to the effect that their re-appointment, if made,
would be within the limits prescribed. The Board recommends their
re-appointment.
SHIFTING THE REGISTERED OFFICE OF THE COMPANY
The Registered office of the Company has been shifted from Mumbai to
Pune and all the compliances with the Bombay Stock Exchange, Registrar
of Companies and other concerned authorities, have been duly complied
with.
ACKNOWLEDGEMENTS
Your Directors wish to record their appreciation of the commitment of
to the management team and all employees and also its bankers for their
support.
Your Directors also wish to record their appreciation for the
invaluable support both managerial and technical extended by the
Company''s Holding Company, M/s. Terruzzi Fercalx SpA, Italy
By Order of the Board
Place : Italy
Dr. Daniele Terruzzi
Dated : 16th May, 2014 Chairman
Registered Office:
104,105 & 106, Trade Centre,
"C" Wing, First Floor, North Main Road,
Koregaon Park, Pune - 411 001
Dec 31, 2012
Dear Shareholders, The Directors are pleased to present the Forty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended 31st December, 2012. FINANCIAL HIGHLIGHTS Rs. in Lacs Current Year Previous Year ended on 31/12/2012 ended on 31/12/2011 Sales and Income from other sources 1,113.30 2,138.36 Profit/(Loss) before taxation (436.34) (137.17) Provision for taxation: - Current tax - - - Deferred tax (expenses) / benefits 127.88 37.62 127.88 37.62 Net Profit/(Loss) after taxation (308.46) (99.55) In view of the carried forward losses, your Directors regret their inability to recommend any dividend. FINANCIAL RESULTS Sales and Income for the current year ended 31st December, 2012 is Rs. 1,113.30 lacs. However, for the previous financial year ended 31st December, 2011, Sales and Income was Rs. 2,138.36 lacs. The loss after tax for the current year amounted to Rs. 308.46 lacs as against the loss after tax of Rs. 99.55 lakhs in the previous year. OPERATIONS AND FUTURE PROSPECTS The Company is making all efforts to improve the efficiency of its operations and reduce costs as also increase the sales in order to improve the financial position of the Company. To assist in achieving this, the Company has appointed a technically qualified and experienced Chief Executive Officer with effect from 14th January, 2013. The Company is making all efforts to complete its existing projects at the earliest. DIRECTORS As per provisions of section 256 of the Companies Act, 1956, Mr. Astorre Terruzzi, Dr. Daniele Terruzzi and Mr. Nicola Obert, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Your directors recommend their re-appointment. At the Board Meeting held on 21st February, 2013, Mr. Ranganath Desai was re-appointed as Director designated as Executive Director - Finance for a period of one year starting from 21st February, 2013 to 20th February, 2014, subject to approval of the shareholders at the ensuing Annual General Meeting. LISTING OF SECURITIES The Company's shares are listed on the Bombay Stock Exchange. The annual listing fees have been paid by the Company for the year 2013-2014. DEPOSITORY SYSTEM Your Company's equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Securities Depository Limited (CDSL). As of 31st December, 2012, 94.85% of the equity shares of your Company were held in dematerialized form. CORPORATE GOVERNANCE The Report on Corporate Governance in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the Auditors' Certificate forms part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report. DEPOSITS The Company has not invited/accepted any deposits from the public during the year ended 31st December, 2012. There were no unclaimed or unpaid deposits as on 31st December, 2012. PARTICULARS OF EMPLOYEES None of the employees has received remuneration/salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars required by 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 are given in Annexure 'A'. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that: - (i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any. (ii) appropriate accounting policies have been selected and applied consistently and the Directors have 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 December, 2012 and of the loss for the year ended 31st December, 2012. (iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis. AUDITORS' REMARKS Remarks of the Auditors in respect of Accounting Standard (AS) - 22 'Accounting for Taxes on Income' for recognizing deferred tax assets(net) has been explained in Note 10 forming part of the notes to the financial statements for the year ended 31st December, 2012. AUDITORS M/s. Suresh Surana & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. SHIFTING THE BOOKS OF ACCOUNTS OF THE COMPANY The Books of accounts of the Company are being maintained at the office of the Company in Pune and all the compliances with the Registrar of the Companies have been duly completed with. ACKNOWLEDGEMENTS Your Directors wish to record their appreciation of the commitment of the management team and all employees as also its bankers for their support. Your Directors also wish to record their appreciation for the invaluable support both managerial and technical extended by the Company's holding Company, M/s. Terruzzi Fercalx SpA, Italy. By Order of the Board Place: Mumbai Ms. Paola Terruzzi Mr. Massimo Ferracci Dated: 10th May, 2013 Director Director Registered Office: 326, Unique Industrial Estate, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.
Dec 31, 2010
The Directors are pleased to present the Forty Seventh Annual Report
of your Company together with the audited statement of accounts for the
financial period ended 31st December, 2010.
FINANCIAL HIGHLIGHTS
Rs. in Lacs
Current Period Previous Year
ended on
31/12/2010 ended on
31/03/2010
Sales and Income from other sources 1,307.63 2,024.95
Profit/(Loss) before taxation 16.08 293.44
Provision for taxation:
- Current tax - 49.85
- Deferred tax 17.08 82.81
17.08 132.66
Net Profit/(Loss) after taxation (1.00) 160.78
Note: The financial year of the Company has been changed from 1st April
- 31st March (i.e. 12 months) to 1st January - 31st December and hence
the current financial year will be from 1st April, 2010 to 31st
December, 2010 (i.e. for a period of 9 months). The Bombay Stock
Exchange has been informed accordingly. The figures are therefore, not
comparable.
DIVIDEND
In view of the carried forward losses, your Directors regret their
inability to recommend any dividend.
FINANCIAL RESULTS
Sales and Income for the nine months period ended 31st December, 2010
is Rs. 1,307.63 lacs. However for the financial year ended 31st March,
2010 (12 months), Sales and Income was Rs. 2,024.95 lacs (not
comparable as they represent different periods). The loss after tax for
the current period amounted to Rs. 1.00 lac as against the profit after
tax of Rs. 160.78 lacs in the previous year.
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
The Company is making all efforts to complete its existing two large
public sector projects. Efforts during the current financial period are
being made to obtain further orders, both for furnaces and kilns and
also to try and diversify the project/product range.
The Cooperation Agreement with SMS Meer SpA (SMS) has been signed and
this will enable the Company to focus its activity also on Furnaces of
large size, with good expectations for the future since SMS is one of
the leading world players in this field, and being also a well
established supplier of SAIL. Gasifier plants is one of the target for
this year after the significant re- engineering process that has been
implemented; this activity should create further sales opportunities
for Company.
DIRECTORS
As per provisions of section 256 of the Companies Act, 1 956, Mr.
Astorre Terruzzi, Dr. Daniele Terruzzi and Mr. Claudio Del Bianco,
Directors of the Company, retire by rotation at the forthcoming Annual
General Meeting and being eligible offer themselves for re-appointment.
Yours Directors recommend their re-appointment.
EXTRA ORDINARY GENERAL MEETING
The shareholders of the Company have approved the issue and allotment
of 13,10,000 Equity Shares on Preferential basis to Societa Italiana
Per Le Imprese All Estero - SIMEST SpA (SIMEST) at an Extra Ordinary
General Meeting which was held on 28th February, 2011. The Company has
received an in principle approval from the Bombay Stock Exchange vide
its letter dated 19th April, 2011 but is awaiting clarification from
SEBI.
DECLARATION OF THE POSTAL BALLOT RESULTS
During the financial period ended 31st December, 2010, pursuant to the
provisions of Section 192A of the Companies Act, 1956 read with the
Companies (Passing of the Resolution by Postal Ballot) Rules 2001,
ordinary resolutions under Section 293(1)(a) and Section 293(1)(d) of
the Companies Act, 1956 were passed by shareholders by postal ballot.
The results of the postal ballot were declared on 16th December, 2010.
DEPOSITORY SYSTEM
Your Companys equity shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central
Securities Depository Limited (CDSL). As of 31st December, 2010, 93.54%
of the equity shares of your Company were held in dematerialized form.
CORPORATE GOVERNANCE
The Report on Corporate Governance in compliance with clause 49 of the
Listing Agreement with the Bombay Stock Exchange Limited and the
Auditors Certificate forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company is provided in a separate Section and forms part of this
Report.
DEPOSITS
The Company has not invited/accepted any deposit from the public during
the period ended 31st December, 2010. There were no unclaimed or unpaid
deposits as on 31st December, 2010.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, are set out in the
Annexure A and forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required by 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 are given in Annexure B.
DIRECTORS REPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that :-
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanations
relating to material departures, if any.
(ii) appropriate accounting policies have been selected and applied
consistently and the Directors have 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 December, 2010 and of the
loss for the period commencing from 1st April, 2010 and ending on 31st
December, 2010.
(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.
AUDITORS REMARKS
Remarks of the Auditors as regards valuation of Inventories has been
explained in Note 2 of Schedule 18 - "Accounting Policies and Notes
forming Part of Accounts".
AUDITORS
M/s. Suresh Surana & Associates, Chartered Accountants, retire at the
ensuing Annual General Meeting and offer themselves for re-appointment.
SHIFTING THE BOOKS OF ACCOUNTS OF THE COMPANY
The Books of accounts of the Company will now be maintained at the
office of the Company in Pune and all the compliances with the
Registrar of Companies (ROC) have been duly complied with.
ACKNOWLEDGEMENTS
Your Directors wish to record their appreciation of the commitment and
excellent performance of the management team and all employees.
By Order of the Board
Dr. Daniele M. Terruzzi
Chairman
Place : Mumbai
Dated : 5th May, 2011
Mar 31, 2010
The Directors are pleased to present the Forty Sixth Annual Report of
your Company together with the audited statement of accounts for the
year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
Rs. in Lacs
Current Year Previous Year
Saies and Income from operations 2024.95 925.08
Profit Loss) before taxation 293.44 (15.87)
Provision for taxation:
Current tax 49.85 -
Deferred tax 82.81 30.91
Fringe benefit tax - 2.85
132.66 33.76
(Net ProtitUoss) after
taxation 160.78 (49.63)
Dividend
In view of the carried forward losses, your Directors regret their
inability to recommend any dividend.
FINANCIAL RESULTS
During the year under review, sales turnover increased from Rs.925.08
lacs to Rs.2024.95 lacs reflecting an increase of 119% which resulted
in a profit before tax of Rs.293.44 lacs as compared to a loss of Rs.
15.87 lacs in the previous year.
CHANGE OF PROMOTERS
A Share Purchase cum Share Subscription cum Shareholders Agreement
dated 12lh October, 2009, as amended from time to time ("Agreement")
was entered into between Terruzzi Fercalx SpA, Italy ("Acquirer"), the
present Promoters and the Company. The Acquirer made a Open Offer to
the shareholders of the Company in compliance with the SEBI (SAST)
Regulations, 1997.
After completion of all the formalities of the Open Offer, the new
Directors were inducted and previous Directors resigned on 16th
February, 2010 and Terruzzi Fercalx SpA became the deemed promoters of
the Company as on that date.
SUBSIDARY COMPANY
Since Terruzzi Fercalx SpA hold 66.91% of the total equity capital of
the Company, the Company is now a subsidiary of Terruzzi Fercalx SpA.
Terruzzi Fercalx SpA are in the business of production including
planning, manufacture, assembly, supply, construction and rendering
technical assistance to industrial plants, particularly Vertical and
Rotating Ovens, Lime Kilns, Autoclaves and Freeze dryers, Coal
Gassification and is part of the Terruzzi Fercalx Group which has been
in this business since 1987 and are world leaders in Lime Kiln
Technology with plants installed all over the world.
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
The Company is executing at present two large projects for public
sector steel plants. Another order for a smaller and cost effective
kiln has also been received and the engineering for this project is
being executed. The successful operation of this type of kiln would be
a good reference for the Company as there is a large potential market
for this type of Kiln in India.
With the association of the Terruzzi Fercalx group, the company will be
in a much better position to increase its market share and product
range and also have access to world class technology. Efforts are also
being made to enter into strategic alliances for the furnace division.
DIRECTORS
On 16" February, 2010 the following Directors resigned :
Mrs. Sheila Malaney, Mr. AT. Vaswani, Adml. L. Ramdas, Mr. Vikram
Malaney, Mr. Prasad M. Kumar and Mr. Jurgen Hermann Mendheim.
The following Directors were appointed as Additional Directors to hold
office until the next Annual General Meeting :
Mr. Astorre Terruzzi, Dr. Daniele Maria Terruzzi, Ms. Paola Francesca
Terruzzi, Mr. Davide Nassuato, Mr. Massimo Ferracci, Mr. Claudio Del
Bianco, Mr. Nicola Obert and Mr. Massimiliano Altabella.
Appointment of Chairman, Chairman Emeritus and Vice Chairperson
During the year, the Board has appointed Dr. Daniele M. Terruzzi as
Chairman, Mr. Astorre Terruzzi as Chairman Emeritus, and Ms. Paola
Terruzzi as Vice Chairperson of the Company.
Appointment of Managing Director
During the year, the Board has appointed Mr. Davide Nassuato as
Managing Director at its Board Meeting held on 11th March, 2010 with
effect from 1st April, 2010 for a period of 3 years, subject to the
approval of Shareholders and Central Government.
The Resolution for approval of Shareholders is included in the Notice
for convening the Annual General Meeting.
CHANGE IN CAPITAL STRUCTURE
Preferential Allotment
During the year your Company has issued and allotted 33,50,000 equity
shares on preferential basis to Terruzzi Fercalx SpA at the price of
Rs. 11.50 per share in accordance with applicable SEBI Guidelines.
LISTING OF SECURITIES
The Companys shares are listed on the Bombay Stock Exchange, The
annual listing fees have been paid by the Company. The Company has been
delisted from the Calcutta Stock Exchange.
EXTRA ORDINARY GENERAL MEETING
An Extra Ordinary General Meeting was held on 11th November, 2009 for
approval of issue and allotment of Equity Shares on Preferential basis
to Terruzzi Fercalx SpA.
CORPORATE GOVERNANCE
The Report on Corporate Governance in compliance with clause 49 of the
Listing Agreement with the Bombay Stock Exchange Limited and the
Auditors Certificate form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company is provided in a separate section and form part of this Report.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, are set out in the
Annexure A and form part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required by 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 are given in Annexure B.
DIRECTORS REPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
the Companies (Amendment) Act, 2000, the Directors confirm that -
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanations
relating to material departures, if any.
(ii) appropriate accounting policies have been selected and applied
consistently and the Directors have 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, 2010 and of the
Profit for the period from 1st April, 2009 to 31st March, 2010.
(iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis.
AUDITORS REMARKS
Remarks of the Auditors as regards valuation of Inventories has been
explained in Note 2 of Schedule 19 - "Accounting Policies and Notes
forming Part of Accounts".
AUDITORS
M/s. Suresh Surana & Associates, Chartered Accountants, retire at the
ensuing Annual General Meeting and offer themselves for reappointment.
CHANGE OF FINANCIAL YEAR
The financial year of the Company has been changed from 1st April -
31st March to 1st January - 31st December and hence the current
financial year will be from 1st April 2010 to 31st December, 2010 and
the Stock Exchange has been informed accordingly.
ACKNOWLEDGEMENTS
Your Directors wish to record their appreciation of the commitment and
excellent performance of the management team and all employees.
By Order of the Board
Dr. Daniele M. Terruzzi
Chairman
Mumbai, Dated 30,th July, 2010