| The Directors hereby present the Twenty Second Annual Report together
with the Audited Accounts of the Company for the year ended March 31,
2004.
(Rs. in Lacs)
31.03.2004 31.03.2003
Gross Profit 35.95 39.58
Less : Depreciation 29.22 25.97
Net Profit before tax 06.73 13.61
Less : Amortisation of Exp. 06.71 13.42
Balance Profit 0.02 0.19
Profit/Loss Brought Forward 307.10 (307.29)
Profit available for Appropriation (307.07) (307.10)
Appropriations
Balance carried to Balance Sheet (307.07) (307.10)
(307.07) (307.10)
DIVIDENDS :
The Directors regret that they are unable to recommend any dividend for
the year ended March 31, 2004 in view of the current year's profit been
wiped out by the accumulated losses of the earlier financial years
DIRECTORS :
Pursuant to Article 41 of the Articles of Associations of the Company,
Shri G. B. Ghodke, Shri Devendra Kamat and Shri S. Ravindranathan
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment
FIXED DEPOSITS :
The Company has not accepted any deposits from public during the
financial year under review within the meaning of Section 588A the
Companies Act, 1956 read with the Companies (Acceptance of Deposits)
Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars I the Report of Board of Directors) Rules, 1988 relating to
the Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo forms part of this report and is given by way of
Annexure 1.
AUDITORS :
M/s. Sanzgid Acharya & Associates, Chartered Accountants, Mumbai,
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement, a separate report on
Corporate Governance and a Certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors' Report.
PARTICULARS OF EMPLOYEES :
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended up to date.
DIRECTORS' RESPONSIBILITY STATEMENT, PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956
(i) That in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimated 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.
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) That the Directors had prepared the Annual Accounts on a going
concern basis.
EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:
Note No. (ix) (g) to Annexure to Auditors' Report:
Due to financial crunch, the Company was finding it difficult to make
timely payment of statutory dues as mentioned in captioned Note with
the respective authorities. Presently, every efforts is being made to
regularize the said payments in timely manner.
APPRECIATION :
The Directors express their warm appreciation to the Company's Bankers
and all the employees-of the Company for their continued support and
co-operation.
For and on behalf of the Board of Directors.
Place : Mumbai RAMAKANT S. ANGLE
Date : July 22, 2004 CHAIRMAN
ANNEXURE I TO DIRECTORS' REPORT
Information In terms of the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988.
A. CONSERVATION OF ENERGY
Energy conservation features are inbuilt In the plant as reported in
the previous year.
B. TECHNOLOGY ABSORPTION
a) Research and Development : The Company has carried out Research &
Development in the form of process innovation 8 development of new
products.
b) Benefits derived: Improvement in process efficiencies and product
quality.
c) Future Plan of action: Major thrust in development of new products &
processes.
TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION
a. Technical absorption, adoption and innovation have insured through
recruitment of qualified and capable personnel and placing great
emphasis on young employees with right aptitude and giving them
appropriate training. Participative and open management style, which
encourages idea generations, has greatly facilitated the technology
absorption and innovation process.
b. The benefits derived have been in the form of product development,
improved quality. high productivity and lower costs.
c. The Company has not imported any technology so far.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings : $ 60,423
Outgo : $ 1,34,808 JPY 39,50,000 14,800 (Pound Sterling)
For and on behalf of the Board of Directors.
Place: Mumbai RAMAKANT S. ANGLE
Date : July 22, 2004 CHAIRMAN | 