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Directors Report of Walchandnagar Industries Ltd.

Sep 30, 2014

The Members of

Walchandnagar Industries Limited

The directors take pleasure in presenting the 106th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended September 30, 2014.

1. Financial Results

The Company''s financial performance, for the year ended September 30, 2014 is summarized below:

Year ended Year ended 30.09.2014 30.09.2013 Rsin Lakhs Rsin Lakhs

Income: 64,608 73,215

Profit/(Loss) before Depreciation, Interest,

Exceptional Item and Exchange currency

fluctuations 2,438 (568)

Less: Interest 4,799 4,076

Depreciation 1,725 1,815

Exceptional Item (2,445) (4,175)

Profit before Exchange

Currency fluctuations (1,641) (2,284)

Less: Exchange Currency

Fluctuation Loss /(Gain) 218 1,293

Profit/(Loss) before Tax (1,859) (3,577)

Less: Tax (Net) (622) 251

Profit/(Loss) after Tax (1,237) (3,828)

During the year under review, the revenue for the year 2013-14 declined by 11.76% to Rs.64,608 Lakhs as compared to the previous year of Rs. 73,215 Lakhs. However, there is a reduction in losses during the year under review largely on account of the following:

- Higher contribution on account of change of sale mix & reduction in the material costs and better value additions

- Better realization on export sales

- Better Expense Control

2. Current Year:

The orders on hand as on September 30, 2014 were at Rs. 1,376 crores as compared to Rs. 1671 crores as on September 30, 2013.

3. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 87 Crores as against Rs. 256 Crores,

in the previous year. The export orders on hand as on September 30, 2014 are at Rs. 481 Crores. During the year, the Company executed orders for Sugar & Boiler projects in Ethiopia & Cement machinery in Tanzania and Niger.

4. Dividend:

During the year under review your Company has suffered a loss after tax of Rs. (1237) Lakhs. However, your Directors are recommending Dividend for the financial year 2013- 2014 out of accumulated Profits of the earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share equivalent to 20% (20% in the previous year) aggregating to Rs. 152.28 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 30.45 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure ''A'' to this report.

6. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the year under review.

(ii) Income Tax Assessments:

Consequent to the proceedings u/s 132 of the Income Tax Act, 1961 initialed by the Department in the month of December, 2012, the Company has filed an application before the Income Tax Settlement Commission, which has been admitted for further hearings and the proceedings are in progress. The Income Tax liability arising thereof, relating to the earlier years has been provided for in the books of accounts and included under tax for earlier years in the previous year.

7. Human Resources Development:

Your Company has been successful in implementing contemporary Human Resource practices and policies with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry. Augmentation of critical skills and senior management talent has been a thrust area to address immediate business needs and succession planning.

In order to have a proper leadership pipeline, certain employees of M & S Cadre have been identified as high potential employees after a series of interviews and psychometric tests. Many of the identified high potential employees have been given larger responsibilities to meet their aspirations as well as to have more operational advantages.

Accordingly, though we are able to achieve a reduction in the manpower cost, it was possible to position aspirational leaders at critical leadership roles.

Internal communication has been strengthened with the help of newsletter and new internal website (Walchand Connect).

Formation of multi-disciplinary groups has been started to achieve specific business objectives.

8. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Accounts for the Financial Year 2013-2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. Appropriate accounting policies have been selected 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 your Company as at September 30, 2014 and the loss of the Company for the Year ended on that date.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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.

9. Corporate Governance:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from M/s. K. S. Aiyar & Company, Chartered Accountants, Statutory Auditors, on compliance with clause 49 of the listing agreement. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''B'' to this Report.

10. Corporate Social Responsibility:

The new Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and sports related activities in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens and organized a Blood Donation Camp. The Company is running Hospital at Walchandnagar which is open for nearby villagers as well as employees.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 4482 children of which, 20% are children of employees of the company and 80 % are other children who reside in Walchandnagar & nearby villages.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.

Encouraging young talents in the field of sports:

As a part of our commitment to the Society, your Company has been sponsoring All-India Ranking National Tennis Tournaments in Pune for boys and girls below 16 years of age for the past seven years.

This year the tournament was held in Pune from 17th to 22nd November, 2014 wherein prominent ranking tennis players participated from all over India.

11. Energy, Technology & Foreign Exchange:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''C'' to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors'' Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Pursuant to Article 149 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 106th Annual General Meeting and being eligible, have offered himself for re-appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Clause 49 of the Listing Agreement, Mr. Dilip J. Thakkar is proposed to be appointed as Independent Director from the conclusion of 106th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2017, and Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi are proposed to be appointed as Independent Directors of the Company from the conclusion of 106th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2019, not liable to retire by rotation.

Your Board has reviewed the declarations made by the said Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under, as also those prescribed under the Listing Agreement.

Mr. J. L. Deshmukh resigned as a Director of the Company with effect from November 21, 2014 due to various other responsibilities and commitments towards family, Mr. A. U. Rijhsinghani resigned as a Director of the Company with effect from November 30, 2014 due to the proposed age policy for Directors of the Company which mentions the age limit of 80 Years for appointment / continuing as a Director and Dr. P. K. Basu, Independent Director resigned with effect from December 01, 2014 due to personal and health reasons. The Board wishes to place on record its sincere

appreciation and gratitude for the invaluable contribution made by Mr. J. L. Deshmukh, Mr. A. U. Rijhsinghani and Dr. P. K. Basu during their tenure with the Company.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are mentioned in the Notice which is part of this Annual Report.

15. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company will hold office till the conclusion of the 106th Annual General Meeting and are eligible for re-appointment. The Company has received letter 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 members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

16. Cost Auditors and Cost Audit Report

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2016. They were also the cost auditors for the previous year ended September 2014. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2016.

The Cost Audit Reports for the financial year ended September 2014, will be filed within the stipulated time i.e. on or before March 31, 2015.

17. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.

For & on behalf of the Board of Directors Chakor L. Doshi Chairman

Registered Office: 3, Walchand Terraces, Tardeo Road, Mumbai - 400 034.

Date : November 29,2014


Sep 30, 2013

To: The Members of Walchandnagar Industries Limited

The directors have pleasure in presenting the 105th Annual Report with Audited Statement of Accounts for the year ended September 30, 2013.

1. Performance for the Year in Retrospect:

Year ended Year ended 30.09.2013 30.09.2012 Rs. in Lakhs Rs. in Lakhs

Income: 73,215 89,518

Profit/(Loss) before Depreciation, Interest, Exceptional Item and Exchange Currency fluctuations (568) 7,886

Less: Interest 4,076 3,049

Depreciation 1,815 1,798

Exceptional Item (4,175) 529

Profit before Exchange Currency fluctuations (2,284) 2,510

Less: Exchange Currency Fluctuations Loss/(Gain) 1,293 819

Profit/(Loss) before Tax (3,577) 1,691

Less: Tax (Net) 251 478

Profit/(Loss) after Tax (3,828) 1,213

During the year under review, the revenue for the year 2012-13 declined by 18.21% to Rs. 73,215 Lakhs as compared to the previous year of Rs. 89,518 Lakhs. The Profitability during the year under review was also down and the company has suffered a loss after tax of Rs. (3,828) Lakhs against a profit after tax of Rs. 1,213 Lakhs in the last year.

2. Current Year:

The orders on hand as on 30.09.2013 were at Rs. 1,671 Crores as compared to Rs. 1,481 Crores as on 30.09.2012.

3. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 256 Crores as against Rs. 298 Crores, in the previous year. The export orders on hand as on 30.09.2013 are at Rs. 467 Crores. During the year, the Company executed orders for Boiler Projects in Ethiopia & Colombia, for Sugar Project in Ethiopia and for Cement Projects in Tanzania, Malawi and Niger.

4. Dividend:

During the Year under review your Company has suffered a loss after tax of Rs. (3,828) Lakhs. However, your Directors are recommending Dividend for the Financial Year 2012-2013 out of accumulated profits of the earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share equivalent to 20% (50% in the previous year) aggregating to Rs. 152.28 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 25.88 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure ''A'' to this report.

6. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the year under review. Three deposits (pertaining to previous years) aggregating to Rs. 70,000/- remained unclaimed as on 30th September, 2013.

(ii) Income Tax Assessments:

Consequent to the proceedings u/s 132 of the Income Tax Act initiated by the Department in the month of December, 2012, the Company has filed an application before the Income Tax Settlement Commission which has been admitted for further hearings. The Income Tax liability arising thereof has been provided for in the accounts for the year ended 30.09.2013.

7. Human Resources Development:

Your Company has been successful in implementing contemporary Human Resource practices and policies with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry. Keeping a strategy of cost reduction in view, your company has been successful in bringing down the manpower and administration costs and focus has been on unified operations from lesser number of locations.

To improve the external communication and ensure presence of WIL at proper forums, a Communication Department has been set up under MD & CEO.

A complete exercise has been undertaken for developing the vision and mission of the organization for the forthcoming decade.

The Company launched the employee newsletter ''WILPOWER'' to increase employee engagement.

Learning & Development Capability:

The Company conducted almost 60 training programs involving both, workers and officers. Feedback on these programs has been encouraging and the impact of trainings on employee development and overall performance has been significant.

8. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Report, the Accounting Standards laid down by the Institute of Chartered Accountants of India have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, reasonable and prudent judgment applied consistently, and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at 30th September, 2013 and the loss of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

9. Corporate Governance:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from K. S. Aiyar & Co., Chartered Accountants, Statutory Auditors, on compliance with clause 49 of the listing agreement. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''B'' to this Report.

10. Social Responsibility:

Over the years, the Company has taken and continues to take several initiatives in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens and organized a Blood Donation Camp.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 5650 children of which, 20% are children of employees of the company and 80% are other children who reside in Walchandnagar & nearby villages.

Engineering students from University of Michigan conducted a science and engineering summer camp for secondary school students at Bharat Children''s Academy and Junior College in Walchandnagar.

The Company also conducted a donation drive where employees could voluntarily donate books, toys and stationery for under privileged children and the same were donated to a local NGO (Niradhar Balsangopan Orphan Home). The event received an overwhelming response.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.

Encouraging young talents in the field of sports:

As a part of our commitment to the Society, your Company has been sponsoring All-India Ranking National Tennis Tournaments in Pune for boys and girls below 16 years of age for the past six years.

This year, the tournament was held in Pune from 8th November to 16th November, 2013 wherein prominent ranking tennis players from all over India participated.

11. Energy, Technology & Foreign Exchange:

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''C'' to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation to all the employees of the Company.

Information as per amended Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors'' Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Mr. A. R. Gandhi was appointed as an Additional Director under Section 260 of the Companies Act, 1956 (Section 161 of Companies Act, 2013 which got notified on 12.09.2013) w.e.f. 13.05.2013.

Mrs. Bhavna Doshi was appointed as an Additional Director under Section 161 of the Companies Act, 2013 (erstwhile Section 260 of Companies Act, 1956) w.e.f. 27.11.2013.

As Additional Directors, Mr. A. R. Gandhi and Mrs. Bhavna Doshi hold office upto the ensuring Annual General Meeting of the Company and as stated in the Notice for the 105th Annual General Meeting they are proposed to be appointed as Directors liable to retire by rotation.

I n accordance with the provisions of Companies Act, 1956 and Article 149 of the Articles of Association of the Company, Mr. A. U. Rijhsinghani, Dr. Anil Kakodkar and Mr. G. N. Bajpai are due to retire at the 105th Annual General Meeting and they being eligible offer themselves for re-appointment.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Corporate Governance Report forming part of this Report.

15. Auditors:

M/s. K.S. Aiyar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

16. Cost Auditors and Cost Audit Report:

Government of India, Ministry of Corporate Affairs, vide Order No. 52/26/CAB-2010 dated 30th June, 2011 has mandated Cost Audit for companies engaged in the production, processing, manufacturing or mining of the products falling under Chapter 72 or 73 of the First Schedule to the Central Excise Tariff Act, 1985 which was further amended vide Order No. 52/26/CAB-2010 dated 24th January, 2012 covering products falling under Chapter 84 or 85 also of the First Schedule to the Central Excise Tariff Act, 1985. Accordingly, M/s. S. R. Bhargave & Co., Pune, Cost Accountant Firm were appointed as "Cost Auditor" to carry out Cost Audit for the Year ended 30.09.2013.

The Cost Audit Report in respect of the financial year ending 30.09.2013 will be filed within the stipulated time i.e. on or before 31st March, 2014.

The Company has received certificate from M/s. S. R. Bhargave & Co., Pune, Cost Accountant Firm, to the effect that their re-appointment for F.Y. 2013-2014, if made, would be within the prescribed limits under Section 224(1B) read with Section 233B(2) of the Companies Act, 1956 and that they are not subject to disqualifications specified in Section 226 of the said Act.

The Cost Auditors have further certified that they are independent firm of Cost Accountants and are at arm''s length relationship with the Company.

17. Acknowledgement:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from the banks from time to time.

Your Directors also would like to thank the customers, suppliers and the shareholders, for their continued support and co-operation.

For & on behalf of the Board of Directors

Chakor L. Doshi

Chairman

Registered Office:

3, Walchand Terraces,

Tardeo Road,

Mumbai 400 034.

Date: 27th November, 2013


Sep 30, 2009

The Directors have pleasure in presenting the 101st Annual Report with Audited Statement of Accounts for the year ended 30th September, 2009.

1. Performance for the Year in Retrospect:

30.09.2009 30.09.2008 Rs. in Lakhs Rs. in lakhs Income 52,491.48 70,024.98 Profit before Depreciation 5,287.26 7,225.93 and Interest Less: Interest 697.37 463.34 Depreciation 1,052.55 709.45 Profit before Taxation 3,537.34 6.053.14 Less: Provision for Taxation 1,197.21 2,076.21 Profit after Tax 2,340.13 3,976.93 Surplus brought forward from the previous year 8,231.19 5,097.07 10,571.32 9,074.00 Appropriations - General Reserve 234.01 397.70 - Proposed Dividend 380.70 380.45 - Income Tax on Proposed 64.70 64.66 Dividend - Surplus carried to 9,891.91 8,231.19

Balance Sheet

During the year undei review the income of the Company declined from Rs. 700.25 Crores to Rs. 524.91 Crores. This reflects a drop of 25% over the previous yea;. This is primarily on account of the difficult macroeconomic situation witnessed in India and globally for substantial part of the year 2008-09, which led to slow inflow of new orders in some business segments as well as delay in receiving clearances where the projects were already approved by the customers. Consequently, the profit before tax decreased by 41.6% from Rs. 60.53 Crores in the previous year to Rs. 35.37 Crores.

2. Current Year:

The orders on hand as on 1.10.2009 were at Rs. 1463.15 Crores as compared to Rs. 1219.52 Crores as on 1.10.2008.

3. Exports:

During the year the Company achieved the export turnover of Rs. 96.92 Crores as against Rs. 123.48 Crores, in the previous year. The export orders on hand as on 1.10.2009 are at Rs. 449.58 Crores. During the year, the Company executed Orders for Mine Back Fill Plant & Waste Crushing Plant at Konkola Copper Mines (KCM), Zambia, Maweni Limestone Limited, Tanzania for 3500 TPD Cement plant etc.

4. Dividend:

Your Directors are pleased to recommend Dividend for the financial year 2008-2009 on Equity Shares of Rs. 2/ each at Re. 1/- per share equivalent to 50% (50% in the previous year) aggregating to Rs. 380.70 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 64.70 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure A to this report.

6. Finance & Accounts:

i. Fixed Deposits:

The Fixed Deposits received from the shareholders and the public, outstanding as on 30th September, 2009, were at Rs. 3.40 Lakhs. Deposits due for repayment during the ¦ year have been paid in time and no deposits which were due for payment have remained unpaid as on 30th September, 2009.

ii. Income Tax Assessments:

The Companys Income Tax and Wealth Tax Assessments are completed up to the Assessment Year 2006-2007. Assessment for the year 2007-2008 is in progress. Various appeals before Appellate Authorities are being pursued.

iii. Auditors Report:

Observations made by the Auditors in Clause No. 4(vi) of their report are suitably clarified under Note No. D 4(iii) (c) of schedule0forming part of the Accounts.

7. Employee Stock Purchase Scheme, 2008:

To recognize the efforts of employees in building the organization to the level it has reached today since inception, the Board of Directors of the Company, in their meeting held on 24th November, 2008 had proposed, subject to obtaining the approval of the shareholders in the Annual General meeting, to implement Employee Stock Purchase Scheme. After the approval of the shareholders in the Annual General Meeting held on 29th January, 2009 the Allotment Committee of the Board of Directors of the Company had allotted 25,145 Shares of Rs. II- each at par to 1633 employees under an Employee Stock Purchase Scheme, 2008.

8. Directors Responsibility Statement:

Pursuant to Section 217QAA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Report, the Accounting Standards laid down by the Institute of Chartered Accountants of India have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgment applied consistently, and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at 30th September, 2009 and the profit of the Company for the year ended on that date.

iii. Proper a nd sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

v. The observations of the Auditors in their Report to the members have been adequately dealt with in the relevant Notes to the Accounts. Hence no additional explanation is considered necessary.

9. Corporate Governance:

The report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of AnnexureBto this Report.

10. Energy, Technology & Foreign Exchange:

Pu rsuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure C to this Report.

11. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of the Section 219(1)(b)(iv) of the Act, the Directors Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

12. Subsidiaries:

The Company does not have any subsidiary.

13. Directors:

Mr. R. M. Pande resigned as Director of the Company w.e.f. 25th November, 2009. The Board places on record its appreciation of the valuable contribution and counsel rendered by Mr. R. M. Pande during his association with the Company as Director.

In accordance with the provisions of Companies Act, 1956 and Article 149 of the Articles of Association of the Company, Dr. P. K. Basu and Mr. Chakor L. Doshi are due to retire at the 101st Annual General Meeting and they being eligible offer themselves for reappointment.

14. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

15. Acknowledgement:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from the banks from time to time.

Your Directors also would like to thank the customers, suppliers and the shareholders, for their continued support and co-operation.

For & on behalf of the Board of Directors Chakor L. Doshi Chairman

Registered Office:

3, Walchand Terraces, Tardeo Road, Mumbai 400 034. Date; 25th November, 2009

 
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