alpine industries ltd Directors report

ALPINE INDUSTRIES LTD. DIRECTORS REPORT To The Members, The Directors hereby present their Twenty Second Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 1997. Owing to lower crop of Soyabean and import of cheap oil into the country, the margins were under pressure. This coupled with higher interest cost affected the profit levels achieved during the previous year. DIVIDEND Keeping in view the overall performance the Directors recommend a Dividend of 16% on the Equity Share Capital, payable on pro-rata basis on shares allotted during the year. PLACEMENT OF EQUITY SHARES In terms of the authority given by the Members at the Extra- Ordinary General Meeting held on the 25th May, 1996 t Company has allotted 1781900 Equity Shares of Rs.10/- each fully paid-up at a premium of Rs.26.50 per share on Preferential/Private Placement basis on 24th August, 1996. DISCLOSURE OF SPECIAL PARTICULARS Information as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended 31st March, 1997 is given below: Conservation of Energy: The Companys operations do not involve substantial consumption of energy in comparison to cost of production. Wherever possible energy conservation measures have been implemented. Total energy consumption and energy consumption per unit of production is given in Annexure-I and forms part of the report. Technology Absorption: The Company has neither purchased within India nor imported any technology. Foreign Exchange Earnings and Outgo: Total foreign exchange earned : Rs. 156.80 crores Total foreign exchange used : Rs. 35.30 crores PUBLIC DEPOSITS During the year, the Company did not invite public deposits 11.91 within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder. SUBSIDIARY COMPANY The documents of Alpine Solvex Overseas Limited wholly owned subsidiary of your Company are attached as per Section 212 of the Companies Act, 1956. PERSONNEL Relation between the Management and the employees were cordial. Your Directors place on record their appreciation of the dedicated services rendered by the executives, staff members and workers of the Company. Statement as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure-II and forms part of the report. DIRECTORS Shri Jasbir G. Bhandari, Shri Ranjit Vithaldas & Shri Dilip D. Udeshi, retire by rotation and being eligible offer themselves for re-election. Shri Indulal H. Shah and Shri Vishnu Das Rathi resigned from the Directorship of the Company effective from 25th March, 1997 and 27th June, 1997 respectively. The Board of Directors place on record its appreciation for the valuable guidance received from them during their tenure as Directors of the Company. Shri M. A. Menon was co-opted on the Board of the Company as an Additional Director effective from 25th March, 1997 to hold office upto the date of the ensuing Annual General Meeting. Further the Board of Directors have also appointed him as Wholetime Director with effect from 25th March, 1997 to 30th September, 1998. The Company has received Notice in writing from a Member proposing his candidature as Director of the Company at the forthcoming Annual General Meeting. Madhya Pradesh State Industrial Development Corporation Limited has nominated Shri M. P. Rajan as their nominee on the Board of the Company effective from 6th September, 1996. AUDITORS The Auditors, M/s.P.M.Mishra & Company, retire and being eligible, offer themselves for re-election. ACKNOWLEDGEMENT The Directors wish to place on record their appreciation of the sincere co- operation and continued support the Company has received from its Bankers, State Bank of India, Bank of India and Standard Chartered Bank. For and on behalf of the Board Ranjit Vithaldas Chairman Mumbai 10th July, 1997