union bearings india ltd Directors report

UNION BEARINGS (INDIA) LIMITED ANNUAL REPORT 2004-2005 DIRECTORS REPORT We are happy to present before you the Eighteenth Annual Report of the Company for the year ended 31st March, 2005. FINANCIAL RESULTS: ( Rs. in Lacs ) 2004-05 2003-04 SALES AND INCOME 7.79 27.29 PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 0.54 1.53 LESS: DEPRECIATION 1.04 1.06 NET PROFIT FOR THE YEAR 0.04 0.47 LESS: DEFERRED EXPENSES WRITTEN OFF 0.00 2.36 NET PROFIT (LOSS) FOR THE YEAR 0.04 (1.89) ADD: SURPLUS BROUGHT FORWARD FROM LAST YEAR (8.06) (6.18) BALANCE CARRIED FORWARD TO THE NEXT YEAR (8.01) (8.06) COMMERCIAL ACTIVITIES The company has continued dealing in Automobile Bearings. The Company has bought a land at Shapar - Rajkot, for establishing its own manufacturing infrastructure. The Company has filed a suit against the seller for specific performance. Since the suit is becoming mature and directors are hopeful to settle the case. In view of this The company has started manufacturing activities initially on job work basis. The directors are confident to get back the market of the Company since the Trade Mark `UNIMAC in automobile bearings has established goodwill for more than forty years. FINANCE The Company carried on activities without any working capital support from any bank the performance of business remained at low level during the year. FUTURE PLANS Your company is now endeavoring to acquire land at Shaper - Rajkot to start its own manufacturing unit at the earliest. The company therefore established office at Shaper - Rajkot. DECLARATION OF DIVIDEND In view of the marginal profit during the year, your Directors do not propose any dividend for the year. REPORT U/S. 271 (1)(e) OF THE COMPANIES ACT The report concerning conservation of energy, technology, absorption, foreign exchange earning and outgo is NIL since the Company has not continued manufacturing, activities. However, the Company is giving due importance to the in-house research and development. The company will make all efforts to economies direct and indirect expenses both by austerities and exploring methods of conserving energy, recycling of heat and power etc. REPORT U/S 217(2A) OF THE COMPANIES ACT The information required u/s. 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 has been NIL. DIRECTORS Mr. Manhar N Kakkad resigned as director of the Company w.e.f. 16th August, 2005. Mr. Dhiren B. Sheth, who was appointed by the Board of Directors on 1st August,2005 as a Director pursuant to Article 113 of the Articles of Association of the Company. Mr. Dhiren B Sheth, is a Computer Professional having wide experience of business and industry. He would be Independent Non-executive Director. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217(2AA) of the Companies Act, the Directors hereby confirm : (i) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the Directors have 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 for the year under review; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a going concern basis. APPOINTMENT OF AUDITORS M/s. K.P. Joshi & Co. Chartered Accountants, the Auditors retire at the conclusion of the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment. CORPORATE GOVERNANCE A separate report on Corporate Governance as per clause 49 of the Listing Agreement is annexed hereto as part the Annual Report. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for whole hearted cooperation received from all the employees, Bankers and Registrars, Consultants and Auditors. By Order of the Board, Madhusoodan N.Kakkad Ahmedabad dated : 1st September, 2005 Chairman Management Discussion and Analysis report a) Cautionary Statement: The Management Discussion and Analysis Report may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainty. Actual result may differ materially from those expressed in the Statement as important factors could influence Companys operations such as delaying legal process, Government policies, economic development, political factor and such other factors beyond the control of the Company. b) Opportunities and threats : The Board of Directors of the Company is exploring new avenues and contemplating strategic tie ups for long term value creation and to generate regular revenues in the Company. New ventures are being explored by the Management of the Company to make foray into the growing Capital Market based on investment objective of the Company. c) Risks and Concerns : As the new area of operations and functions will have its own limitations and hurdles, the same may a risk factor in the growth of the Company. d) Outlook : The Board is making its efforts for doing better in the current year it terms of business volume and profitability. e) Internal Control system and their adequacy : The Company is having adequate internal control system commensurate with the size of the Company and nature of its business for purchase and sale of goods. f) Human Recourses: The Company recognizes the importance and contribution of its human resources for its growth and development and committed to the development of its people.