DIRECTORS' REPORT To All The Members Your Directors have pleasure in presenting Annual Report and tire Audited Accounts for the period ended 31.03.2011. OPERATIONS: During; the, year ending 31.03.2011, the Company could achieve a turn over of Rs. 3353.12 lacs as compared to tire turn over of Rs. 4345.74 lakhs during the year 2009-10. This was mainly on account of continuation of recessionary trends & lack of working capital. Even though the Company has good orders in hand, the same cannot,be fulfilled due to lack of working capital, which is on account of the losses suffered by Company during previous years due to recessionary conditions. However, Management is discussing with bankers for the same and Is quite hopeful about the results. Also Management has taken steps to reduce over heads by reducing employee strength and increasing the efficiency. However, with the improvement in the demand pattern for Company's products especially from the Indian clients, simultaneously with the various cost control measures under taken, the Company incurred losses of Rs.. 853 lakhs. However, these losses were mainly due to financial expenses and depreciation of Rs. 719 lakhs. Future Prospects Management is also trying to increase the share of non-automobile sectors such as Windmill Energy, Earth Moving, Equipment, Mining, Hydraulics, Agriculture and export related customers and also has developed various items for the same and consequently we got results as below. i) Turnover for the quarter ended 31.03.2011 was Rs. 828.69 lakhs. ii) Turnover for the quarter ended 30.06.2011 is Rs.1000.48 lakhs iii) Turnover for the quarter ended 30.09.2011 is Rs. 977.62 lakhs Fixed Deposit The Company has hot accepted any Fixed Deposits for the year ended 31st March, 2011. Particulars under Section 217(l)(e) of the Companies Act 1956: The information as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 pertaining to energy conservation, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report. Directors Mr. Sanjay Gaikwad and Mr. Rajiv Raje, Directors of the Company would retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for the re-appointment. During the year Mr. N. E. Narwade and Mr. Amish Patel were appointed as additional directors of the company by the Board of Directors on August 13, 2011. By virtue of Section 260 of the Companies Act, 1956, he holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment. Mr. N. E. Narwade has been appointed by the Board as Whole Time Director of the Company for a period of three years with, effect from August 13, 2011. Necessary resolution has been proposed in notice of the ensuing Annual General Meeting for his appointment and payment of remuneration. Mr. Chandrashekhar Dhongde resigned as Managing Director of tire Company with effect from July 1, 2011. He continues to be a director of the Company. Listing The shares of tire Company are listed on Bombay Stock Exchange Ltd., Delhi Stock Exchange Ltd. The Company has paid the necessary listing fees for the year 2011- 12 to the Bombay Stock Exchange Ltd. The Company's application for delisting is pending with the Delhi Stock Exchange Ltd. CORPORATE GOVERNANCE Report on Management Discussion & Analysis and Corporate Governance and' a certificate'from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with tire Stock Exchanges are attached hereto and form part of this Report. Particulars of Employees: The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975. Directors' Responsibility Statement Pursuant to section 217(2 AA) of the Companies Act, 1956 your Directors confirm the following a) that in tire preparation of the annual accounts, tire applicable accounting standards have been followed and that no material departures have been made from the same; b) that,the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c) that the directors have' taken proper and sufficient care for the -maintenance of adequate accounting record 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; d) that the directors have prepared the annual accounts on a going concern basis; Auditors The reference made by the Auditors in their report and notes to Accounts are self-explanatory and require 'no further explanation. M/ s. M.A. Parikh & Co. Chartered Accountants, Auditors of the Company, retire at: the ensuing Annual General Meeting and are eligible for re-appointment. \ Industrial Relations The overall Industrial Relations in the Company have been cordial. Your Company has received full cooperation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come. Acknowledgements: The Board wishes to thank their customers, suppliers, Shareholders and the Bankers of the Company for their support and co-operation. For and on behalf of the Board Director Director November 24,2011 |