MADALSA INTERNATIONAL LIMITED
Your Directors have pleasure in presenting their report for the fourth year
of the Company ended 30th June, 1994.
1. DIVIDEND AND RESERVES:
Your Director's recommend payment of dividend at the rate of 25% (i.e. Rs.
2.50 per Equity share of Rs. 10/- each) for the year ended 30th June, 1994.
The dividends, if approved by the shareholders will absorb Rs. 134.25 lacs.
The Reserve and Surplus, thereafter will stand at Rs. 489.23 lacs at a Book
value of Rs. 19.10 per Equity Share of your Company.
2. CORPORATE PLANS & FUTURE OUTLOOK:
Your Directors have after careful reconsideration of the various aspects of
diversification strategy of the Company decided; since its main area of
strength has been woven fabrics; to further consolidate this area of
endeavour by putting up a wide-width loom project to manufacture grey
sheeting for export market. Consequently it is felt prudent that the knitting
project being considered earlier be shifted to a sister concern/ company. To
meet the cost of working capital, your approval is being sought at the
ensuing Annual General Meeting for the issue of Equity Shares on Rights-cum-
Public Issue basis. Necessary resolution is also beinq placed for your
approval in regard to the commencement of new business as described in sub-
clause of (34 and (84) of Clause 3 being the object clause of the Memorandum
The Company has not accepted any deposits from the public during the period
Mr. N. Gangaram, Mr. S. M. Bilgrami and Mr. B. P. Singh resigned as Director
due to pre-occupation. The Directors would like to place on record their
gratitude for the services rendered by them.
Mr. Ramesh Lalwani was appointed as an Additional Director of the Company and
his term of appointment expires at this Annual General Meeting and being
eligible offers himself for re-appointment.
Mr. Deepak Bhandari has vacated the office of the Managing Director of the
Company. Mr. P. P. Bhandari was appointed as Managing Director in term of
Section 316 of the Companies Act, 1956. Since Mr. P. P. Bhandari is also
Managing Director of the Group Company namely Madalsa Agrotech Limited, he
will not be drawing any remuneration for his services with your Company.
Mr. Deepak Bhandari, Mr. Dilip J. Thakkar and Mr. T. M. Gopalswamy retire by
rotation at this Annual General Meeting and being eligible, offer themselves
M/s. Doogar & Associates, the Auditors of your Company retire at the ensuing
Annual General Meeting and are eligible for re-appointment. Members are
requested to appoint the Auditors for the current year and fix their
Staff relations throughout the year remained cordial. The Directors wish to
place on record their deep appreciation of the services rendered by employees
of the Company at all levels.
7. CONSERVATION OF ENERGY:
A Statement as applicable, giving the details of conservation of energy,
technology absorption, exports and foreign exchange earnings and outgo in
accordance with the Company's (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in the Annexure .
Your Directors acknowledge with gratitude the co-operation and assistance
extended by the Bankers, various Government agencies and customers. Your
Directors also acknowledge and deeply appreciate the trust and confidence
that you have placed in your Company.
ANNEXURES TO DIRECTORS' REPORT
1. Information required under the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988.
a. CONSERVATlON OF ENERGY
The Company's operations involved low energy consumption in view of the fact
that most of the production of the Company was on job work basis. however,
wherever appropriate, energy conservation measures have been implemented with
a view to conserve and optimise the use of energy.
B. FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT OF ABSORPTION OF TECHNOLOGY
RESEARCH & DEVELOPMENT
For the reasons mentioned above, the prescribed Form B disclosing particulars
with respect to Absorption of Technology, Research & Development is not
applicable to the Company.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
The details of the Foreign Exchange Earnings and Expenditure of the Company
have been given in the Notes to the Accounts.
For and on behalf of the Board
Place: Bombay P. P. Bhandari
Date : 3-12-1994. Chairman and Managing Director