DIRECTORS REPORT TO THE SHAREHOLDERS Your Directors present their Annual Report together with Audited Accounts of the company for the year ended 31st March, 2014 AUDITORS Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN 110271W the retiring auditors are eligible for re-appointment. The Company has received letters 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 Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. COST AUDITORS The Company has appointed M. R. Pandit & Co., Cost auditors for conducting the audit of cost records of the Company for the financial year2013-14: DIRECTORS Shri Kunal S. Bafna was appointed as Whole time Director w.e.f. 10th October, 2013, subject to approval of shareholders. The necessary resolutions for your approval to the appointment of Shri Kunal S. Bafna as Whole time Director of the company have been included in the notice to the ensuing Annual General meeting. The Directors commend his appointment Shri R. Mazumdar, Managing Director of the company ceases to be Managing Director w.e.f. 01.04.2014 due to his incapacity and continuing major illness from 17.02.2014 and therefore he is deemed to have vacated the office of Managing Director. The Board appreciates for his long association and tenure with the company of over four decades during which he has worked tirelessly for the company, improved its performance over the years and has successfully implemented various modernization/expansion plans of the company. The Board wishes him all the best in speedy recovery of his health. Shri Mohan Z. Kothari, Jt.Managing Director has been appointed as Managi ng Director for the ba lance term of 2 yea rs w.e.f. 1st April 2014 by the Board of Directors on the same terms and conditions as approved by the Board and shareholders in the last AGM save and except the cha nge in designation as Managing Director in view of Shri R. Mazumdar ceasing to be Managing Director. The notice convening the Annual General Meeting includes the proposal/terms for his appointment and payment of remuneration as Managing Director. The Directors recommend his appointment. EMPLOYEE RELATIONS Your Directors would also like to place on record their appreciation for the services rendered by all categories of the company's employees. BANKER Your Directors would like to place on record their appreciation for the pro-active support and assistance given by the banker, Bank of India and look forward to receive their continued support and assistance. DIRECTORS' RESPONSIBILITY STATEMENT The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under review, the Directors hereby confirm that: 'a) In preparation of annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes forming part of Accounts. b) They have in the selection of the accounting policies, consulted the Statutory Auditors 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 the company at the end of the financial year and of the loss of the company for that year. c) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability. d) The annual accounts have been prepared on a "going concern basis". CORPORATE GOVERNANCE The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified forthe purpose by the authorities. ADDITIONAL INFORMATION a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO. The information required u/s 217(l)(e) of the Company's Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report. b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/rules. c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors' Report. By Order of the Board (M. Z. KOTHARI) MANAGING DIRECTOR (RAHUL DUGAR) DIRECTOR PLACE: Mumbai DATED: 31" May, 2014 |