global infrastructure technologies ltd Directors report

GLOBAL INFRASTRUCTURE AND TECHNOLOGIES LIMITED ANNUAL REPORT 2004-2005 DIRECTORS REPORT To, The Members, Global Infrastructure and Technologies Ltd. Your Directors submit herewith the 13th Annual Report together with the audited statement of Accounts for the year ended 31st March, 2005. 01. FINANCIAL RESULTS The Company changed its Financial Year from January - December to April - March during the period under Report and as such the current Financial Year comprised of the period of 15 months from 1st January, 2004 to 31st March, 2005. Particulars Year Ended Year Ended 31st March 2005 31st Dec 2003 (15 months) (Rs.) (Rs.) Income 28,89,53,175 9,84,41,273 Profit/ (Loss) for the Year 1,07,29,033 (4,45,42,095) Add:- Brought forward from previous year (26,37,60,826) (21,92,18,731) Balance of Loss carried over to Balance Sheet (25,30,31,793) (26,37,60,826) 02. MANAGEMENT DISCUSSION & ANALYSIS REPORT During the year under Report, the Company had operated in Real Estate Operations, Contract business and Manufacturing activities. During the year under Report, the Income from operations of the Company was dropped to Rs. 732.88 Lacs against Rs. 963.77 Lacs of the previous year. Ho Never, the other income of the Company mainly attributed from profit on sale of assets, amounted for Rs. 2154.65 Lacs as against Rs. 20.64 Lacs of the previous year. The Loss incurred by the Company during the year was also higher at Rs. 445.42 lacs as against Rs. 109.79 lacs of the previous year. The Company during the year under report earned the Profit of Rs. 107.29 Lacs as against the Loss of Rs. 445.42 Lacs of he previous year. The accumulated losses of the Company as of the end of the year under report, accordingly stood reduced at Rs. 2530.32 Lacs as against Rs.2637.61 Lacs of the previous year. 03. ORDER OF BIFR As reported in the Directors Report of the earlier year, the Company had filed reference before the Honble BIFR under Section 15 (1) of Sick Industrial Companies (Special Provisions) Act 1985. Accordingly the Company has been declared as a sick Company under SICA Act, 1985 by the Honble BIFR vide its order dated 22nd August, 2005. 04. DIVIDEND Considering the Accumulated Losses, your Directors do not recommend payment of any Dividend. 05. FIXED DEPOSITS Due to liquidity crunch and negative cash flow, the Company has defaulted in payment of Interest and repayment of principal amount of Fixed Deposits. As reported in the Directors Report of the previous year, the Honble Company Law Board has granted reschedulement of repayments of Fixed Deposits. 06. DIRECTORS Mr. Abhijeet Kulkarni, Director retires by rotation and being eligible offers himself for reappointment. Mr. Sudhir B. Gaikwad resigned as the Director of the Company with effect from 1st March, 2005. 07. AUDITORS The present Auditors Kalyankumar & Co. Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to be reappointed for the Current year. You are requested to reappoint them and to fix their remuneration. 08. AUDITORS OBSERVATIONS The observations made by the Auditors read with Notes to Accounts and Directors Report are self explanatory. 09. PERSONNEL Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels. Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is not furnished, since no employees received the remuneration beyond the limits prescribed therein. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO At present the activities of the Company are such that the information regarding compliance of Rules relating to Conservation of Energy and Technology Absorption pursuant to 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 is not provided as the same is not applicable to the Company. Particulars relating to Foreign Exchange Earning and Outgo appears as Item No. 10 of the Notes of Accounts. 11. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000, and subject to the observations made by the Auditors and Notes to Accounts, the Directors hereby state : a) That while preparing the Annual Accounts for the year ended 31st March, 2005 the applicable Accounting Standards had been followed along with proper explanation relating to material departures. b) That the Directors had selected such accounting policies and 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 Profit of the Company for that year. c) 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. d) That the Directors had prepared the Annual Accounts on a going concern basis. 12. APPRECIATION Your Directors acknowledge the valued cooperation and continued support extended by various Departments of State Government and Municipal Corporations, Bankers of the Company, Housing Finance Companies, Customers, Professionals, Suppliers & Sub-Contractors, for their valuable contribution and support. By Order of the Board of Directors For Global Infrastructure & Technologies Ltd. D.N. WADEKAR Director Place : Pune Date : 24th August, 2005