| The Directors have pleasure in presenting the Sixteenth Annual Report
on the business and operations of your Company together with the
audited accounts tor the eighteen months period ended 30th September
2000.
FINANCIAL RESULTS
The Company obtained the special permission of the Registrar of
Companies, Tamil Nadu under section 210(4) of the Companies Act, 1956
for the extension of the financial year of the Company for the period
of eighteen months from 1 st April 1999 to 30th September 2000. Due to
financial constraints and several other factors, including labour
problems, the Company was obliged to suspend the operations with effect
from 19th June 2000, notice whereof was given to the authorities
concerned. Tamilnad Hospital Employees Union has been agitating this
issue before the Assistant Commissioner of Labour (Conciliation) -1,
Chennai 600 018, raising industrial disputes under law,
The work of completing and finalising the accounts for the eighteen
months period ended 30th September 2000 for submission for statutory
audit of the accounts got delayed and the Sixteenth Annual General
Meeting of the members of the Company was held on 27th December 2000
where the business of consideration and adoption of accounts for the
Financial year ended 30th September 2000 was adjourned and the same
business has been included in the Notice convening the Adjourned
Sixteenth Annual General Meeting.
Total income of the Company for the eighteen months period ended 30th
September 2000 was Rs 524.66 iacs compared to Rs 473.40 lacs for the
previous year consisting ot six months period ended 31st March 1999.
The Company had negotiated with the Financial Institutions and Indian
Bank a Scheme of one-time settlement of dues to them. Letters of
approval have been received from the Financial Institutions and Indian
Bank The Scheme entails a relief of about Rs 8,089 lacs to the Company.
Your Directors want to assure you that active steps are being taken for
putting in place a financial package to achieve positive networth in
the near future.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.Jagadeesan V.Poola and
Dr.A.Bellarmine V.Lawrence retired by rotation at the Sixteenth Annual
General Meeting of the Members of the Company held on 27th December
2000 and they were re-appointed at the Meeting.
Mr.R.Ramakrishnan resigned from the Board with effect from 30th January
2000. Mr.S.Srinivasan, Nominee Director of ICICI Limited, relinquished
his office with effect from 31st July 2000. The Board of Directors
place on record its appreciation for the valuable services rendered by
Mr.R.Ramakrishnan and Mr.S.Srinivasan during their tenure as Directors
of the Company.
Pursuant to the provisions of section 292A of the Companies Act, 1956,
a committee of the Board of Directors known as "Audit Committee"
consisting of Mr.C.P.Veiusami, Dr.A.Bellarmine V.Lawrence and Mr.Mohan
P.Kandasamy was constituted by the Board at its meeting held on 31st
January 2001.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended. Hence, no
information is required to be appended to this Report in this regard.
RESPONSIBILITY STATEMENT
Your Directors hereby declare that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
(ii) the Directors had selected such accounting policies and applied
them consistently ana 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 30th September 2000 and of the loss of the Company
for the eighteen months period ended that date ;
(iv) the Directors had prepared the annuai accounts on a going concern
basis.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Your Company has taken steps to improve the performance of air handling
units and the efficiency of cooling towers. This has enabled reduction
in power consumption.
Your company continues to adopt latest technology in equipment and
proceduures.
Foreign Exchange earned during the eighteen months period was Rs
22,516/- and no expenses incurred in Foreign Exchange.
AUDITORS AND AUDITORS" REPORT
Messrs. M.R. Narain & Co.. Chartered Accountants were re-appointed at
the Sixteenth Annual General Meeting of the Members of the Company held
on 27th December 2000tohold office until the conclusion of the next
Annual General Meeting. The notes on the accounts referred to in the
Auditors Report are self explanatory and, therefore, do not call for
any further comments,
As regards the qualifications in the Auditors Report about the
accounting of receipts from the Health Guard Schemes and the costs in
respect of the same, your Directors would like to mention that the
Company has to recognise the income on receipt basis even though
corresponding expenditure will be incurred in the future years, as the
life expectancy of the Members of the Health Guard Schemes cannot be
estimated to enable apportionment of income. Similarly, the
corresponding expenditure that may be incurred in the future years
cannot be estimated to provide for the contingent costs at any point of
time.
As regards the other qualification about accounting of provision in
respect of Gratuity benefits, the Companys Note No.(5) on the accounts
is self explanatory.
As regards the qualification about the increase of the Authorised Share
Capital from Rs 15 crores to Rs 69 crores without filing of notice of
such increase in Form No. 5, the Companys Note No. (8) on the accounts
is self explanatory.
APPRECIATION
Your Directors would like to express their grateful appreciation for
the assistance and valuable support received from the Financial
Institutions viz., ICICI, the Lead Institution, IDBI and IFCI and the
Indian Bank. The Directors also thank the suppliers of materials and
equipment for their support.
Your Directors also express their gratitute for your continued support
as shareholders.
For and on behalf of the Board
Chennai (C.P. VELUSAMI)
3rd March 2001 Managing Director
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