Home  »  Company  »  Terruzzi Fercalx Ind  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Terruzzi Fercalx India Ltd.

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

 
Subscribe now to get personal finance updates in your inbox!