hitkari china ltd Directors report

HITKARI CHINA LTD. ANNUAL REPORT 2000-2001 DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2001. During the financial year under review, the company suffered a loss of Rs.274.20 lacs, after providing depreciation for the year amounting to Rs.26.30 lass. The loss during the year is mainly due to low turnover, damage/deterioration of stock /kilns, and incurring of fixed expenses. The Company has also suffered loss due to inadequate financial support from the banks and temporary suspension of operations etc. due to labour absenteeism. The unit is presently inoperative, however, substantive efforts are being taken to restart operation, especially since the products enjoy strong brand equity. The net worth of the company has been completely eroded and in accordance with the provision of Sick Industrial Companies (Special Provisions) Act, 1985, now the company is a sick industrial company and reference has to be made before Honble BIFR for rehabilitation of the company. We are hopefull that with the intervention of the BIFR and relief / concession from the concerned parries the company would revive in due course. Your Directors regret their inability to recommend any dividend for the year ended 31st March, 2001 in view of the losses during the year under review. LISTING OF SHARES: The shares of your company have been listed with two leading Stock Exchange viz - The Stock Exchange Mumbai and The Delhi Stock Exchange Association Ltd. DEMATERIALISATION OF SHARES: Consequent upon the passing of the Depository Act, 1996, the shares of the company being put into compulsory demat segment by the SEBI and the Governing Board of The Stock Exchange Mumbai required the company to enter into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and establish the necessary connectivity with both the Depositories. Your company has entered into agreements with both the above-mentioned Depositories and with RCMC Share Registry Private Limited (RTA) for Electronic Connectivity to make its shares available for trading in electronic form. The Shareholders who are holding Shares in physical form and willing to get their holdings dematerialised may send their Share Certificates along with demat request to the companies (RTA). Magnum Business Services (P) Ltd. 35- A, Santnagar, East of Kailash, New Delhi - 110065. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOS: Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, and forming part of this report, is not being furnished due to suspension of operations in the factory. PARTICULARS OF EMPLOYEES: During the year under review, the company has not employed any person who was in receipt of remuneration higher than the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. DIRECTORS RESPONSIBILITY STATEMENT-. Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors wish to state that: (i.) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (ii.) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review; (iii.) The Directors have 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; (iv.) The Directors have prepared the Annual Accounts on a going on concern basis. CORPORATE GOVERNANCE: Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with its policy of self-discipline, the Board of Directors strongly believes that it is very important that the Company should follow healthy Corporate Governance practices for the attainment of the highest levels of transparency. accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders viz - shareholders, employees, the government and lenders etc. However, Clause-49 of the Listing Agreement dealing with the Corporate Governance will be applicable to your Company from the financial year 2002-2003. DIRECTORS: Mr. Ved Kapoor, the Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. Your Directors recommend for his re-appointment being in the interest of the Company. AUDITORS: The statutory Auditors M/S S.R. Kapur & Co., Chartered Accountants, New Delhi, are retiring at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956. The observations of the Auditors, in the opinion of the Board, are self- explanatory and do not require further clarifications. ACKNOWLEDGEMENT Your Directors wish to place on record their grateful appreciation for the assistance and co-operation r from the Banners, Financial Institution, Government Authorities and Shareholders during the year her review. Further, your Directors express their deep sense of appreciation for the dedicated and sincere senses rendered by employees of the Company. FOR AND ON BEHALF OF THE BOARD Place: New Delhi. MR. VED KAPOOR MR. SATISH MALHOTRA Date : 30th August, 2001. DIRECTOR DIRECTOR