| ANNUAL REPORT 2005-2006
DIRECTORS' REPORT
To
The Members
The Directors of your Company present to you the 14th Annual Report of your
Company together with the Audited Accounts for the year ended 31st March,
2006.
FINANCIAL RESULTS
(Rupees in lacs)
Financial year 31-03-2006 31-03-2005
Sales/ Turn over 27.58 20.18
Loss before Depreciation 234.50 40.09
And Interest
Depreciation 20.40 20.40
Financial Charges 0.00 0.00
Loss after Depreciation 254.90 390.02
DIVIDEND
The Directors do not recommend any dividend in view of accumulated losses.
REVIEW OF OPERATIONS
The income registered a drop due to many factors like paucity of funs and
shortages of working capital in general. However, the management has put in
all efforts to improve its working in the ensuring years. This is made
possible by refocusing the business in general and creating business
channel in efficient manners by undertaking job work and becoming support
manufacturers for the large company. This strategic planning will go in a
long way to partially improve the working and augment the resources.
Management is very much trying to improvise the working of the company by
totally implementing the modern management technique and motivation to
working force. An attempt to bring about an amicable solution with Bank is
also underway and thereby creating an atmosphere of harmony and support
from the financial institutions. This will pave way for the future
mobilization of working funds within the framework and policy of banking
sector. All the efforts narrated above together with positive growth of the
economy specially in the automobile segment will bring improvement in
sales. This will once again, bring confidence amongst the investors and
shareholders.
FIXED DEPOSITS
The Company did not invite/accept/renew any fixed deposits during the year
under review.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The Directors have selected such accounting policies and 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 the
Company at the end of the financial year and of the profit of the Company
for that period;
iii) The Directors have taken proper care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 1956
for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern
basis.
DIRECTORS
In pursuance of the provision of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Ramgopal Dalmiya, Director retire by
rotation and being eligible, offer himself for reappointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Stock Exchange Listing Agreement, a report on
Corporate Governance and Management Discussion and Analysis is given in the
Annexure-A, forming part of the Report.
Auditor's Certificate retarding compliance of conditions of corporate
governance is given in the Annexure-B.
AUDITORS
The Board propose to re-appoint M/s. Divyakant Zaveri & Co., Chattered
Accountants, Vadodara as Statutory Auditors of the Company for the year
2006-07. They will hold office until the conclusion of the next Annual
General Meeting. The Board recommends their appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under the provisions of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1985, are not applicable to the
Company.
APPRECIATION
Your Directors would like to place on record their appreciation and thanks
to the Banks, Company's customers, suppliers, investors and employees for
their valuable support and co-operation.
For and on behalf of the Board
Sd/-
Vijay K. Doshi
Chairman & Managing Director
Vadodara, 04th May 2006.
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