patels widecom india ltd Directors report

1995 PATELS WIDECOM (INDIA) LIMITED DIRECTORS REPORT Your Directors have pleasure in presenting this ANNUAL REPORT together with the Audited Statements of Accounts for the period of 15 months ended 30th June, 1995. DIVIDEND In view of loss, your Directors regret their inability to recommend any dividend on equity shares. REVIEW OF OPERATIONS The performance for the period under report has not been satisfactory due to delays in implementing the project. The project was promoted by Dr. Madhusudan Patel, Sh. Rahul Bijlaney and Mr. L.S. Tuli. However, later Mr. Patel and Mr. Bijlaney served the connection with the Company and the management was taken over by Widecom R & D Inc. Canada and Mr. L.S. Tuli on 1st October, 1993. The previous management did not obtain any approval from Govt. for implementation of the project. The present management first obtained approval from Govt. for implementation of the project. The present management first obtained approval under Electronic Hardware Technology Park Scheme of Govt. of Indian in May, 1994. However, later it was found that implementing the project under this scheme will involve large amount of financial burden on the Company because of various bank guarantees and other legal formalities required to meet its export obligations for payment of customs and Central Excise on import to Components and equipments. Because of this and other reasons the Board of Directors decided to implement the project in an Export Processing Zone, where simple legal formalities need to be fulfilled. As space in SPEEZ Bombay was not readily available it was decided to shift the project to NEPZ Noida for which approval was obtained in July, 1994. Since then the Company has taken the following steps: (a) Govt. Approvals : Necessary approvals from the Government for implementing the project have been obtained. (b) Technology Upgradation : i) An arrangement has been made with the collaborators to upgrade the technology. Drawings and details of the new technology have been obtained. ii) 36 engineers from various disciplines have been employed by the company and given on the job training by the Group Company in Noida. c) Sites: i) NEPZ : Company has been allotted plot no. 93 at NEPZ measuring 1000 sq. mts. Pending construction of building on the plot, Company has entered into an agreement with Wide Com Fax & Plotters Ltd. to use its space for which necessary approval of authorities at NEPZ has been obtained. ii) Pune As per the MIDC, Pune requirement for transfer of land in companys name, construction is necessary. The Company is appointing contractor and architect for the construction. d) Recovery of Assets/Records: After acquiring control of the company, the present management has taken steps for recovery of assets in the possession of old management, recovery of secretarial records from the Register and transfer/adjustments of advances to the various parties. e) Advances to Associate Companies Against Materials : After taking over the management, the present management discovered that delivery of imported raw material and components could not be taken for want of certain government approvals. As such the company has to take certain components/sub-assemblies from associate company for which advances were made. Presently all these advances have been squared. f) Arrival of Machinery And Components: Consequent to upgradation of technology, it was imperative that plant and machinery was also suitably modified. The company has now started receiving the said machinery. After receiving the government approval, the company has started moving components lying at Bombay Port to NEPZ. With most of the machineries now operative and debottle - necking measures being taken the Company should the substantially better during the current year, since the products of the Company have been well received by the consumers. The Company has already exported machines worth Rs. 67 lacs. It has also received queries for supplying machines worth $ 1 million. Our product enjoys a very promising market considering the fact that the market for Widefax is increasing all over the world. QUALIFICATIONS IN AUDITORS REPORT/NOTES IN THE ACCOUNTS: Comments given by the Auditors in their reports as well as notes to the accounts given in Annexure IX to accounts are self explanatory. The Board has nothing to add except as explain above under the head Review of Operations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The information required under sections 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Directors) Rule 1988 with respect to these matters is appended hereto which forms part of this Report. FIXED DEPOSIT The Company has not accepted any Deposit during the said financial year. DIRECTORS In accordance with provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Manmohan Singh Chawla and Dr. Sagun Kaur Tuli Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. AUDITORS M/s. N.C. Maheshwari & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES: No employee is covered as required by section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975 a statement giving the requisite information is not placed on record. ACKNOWLEDGEMENT: The Directors wish to record their appreciation of the dedication and commitment of the employees and the team work displayed by them. The Board also wishes to convey its thanks to their esteemed shareholders/customers. ANNEXURE TO DIRECTORS REPORT Information under section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the period ended June 30, 1995. (A) CONSERVATION OF ENERGY NOT APPLICABLE (B) TECHNOLOGY ABSORPTION The Company has imported technology from WideCom R & D, Canada, Design, Drawings and pattern of imported components. (C) Foreign exchange earnings and outgo Rs. in Lacs 1993-94 1994-95 Earnings Nil 4.93 Outgo: i) Import of Capital Equipment 409 2.33 ii) Import of Raw Material/Components 135 1.23 iii) Foreign Travelling 0.95 3.03 INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGE A comparison of actual performance with the assumption made in the prospectus dated 29th July, 1993 as prescribed under the clause 43 of the listing agreement is given below: Cost of The Project and Means of Finance The cost of project means of finance as mentioned in Prospectus dated 29th July, 1993 and actual utilisation as on 30th June, 1995 are as under : ACTUAL PROJECTIONS RS. IN LACS RS. IN LACS 1. Land and site development 22.00 10.00 2. Building 29.55 90.00 3. Machinery - imported 409.00 432.00 - indigenous 54.56 150.00 4. Technical know-how fee 51.93 50.00 5. Miscellaneous fixed assets 64.93 136.50 6. preliminary & preoperative 268.05 86.88 expenses (including share issue expenses) 7. Contingencies Nil 45.27 8. Margin money for working 271.13 184.19 capital 9. Investments 6.75 Nil 1177.90 1184.84 MEANS OF FINANCE Share Capital - Indian promoter 300.84 300.84 - Collaborator 409.00 409.00 - Public 468.06 475.00 1177.90 1184.84 For and on behalf of the Board L.S. Tuli Chairman & Managing Director Place : Noida Date : 30th November, 1995.