avs industries ltd Directors report

AVS INDUSTRIES LIMITED DIRECTORS REPORT TO THE MEMBERS The Directors present herewith the 15th Annual Report of the company together with the Audited Statements of Accounts for the year ended 31st March, 1999. DIVIDEND In view of losses the directors regret their inability to recommend any dividend. OPERATIONS During the year under review sales and conversion charges were Rs.983.97 Lacs as against Rs.5778.52 Lacs of previous year. The operations for the year under review resulted in a net loss of Rs.1405.93 Lacs. The main reason for companys dismal performance during the year is continuous recession in the Steel Industry. REFERENCE TO BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR). In view of total erosion of net worth of the company your directors have formed an opinion in the Board Meeting dated 20th April 1999 that the company has become sick u/s 3(1) (O) of the sick Industrial Companies (Special provisions) Act 1985 (SICA) and company has to make a reference to BIFR u/s.15(1) of the said Act. DEPOSITS The company has not invited or accepted any Public Deposits during the year. DIRECTORS Shri G.D.Singi, Director of the Company retires by rotation and being eligible offers himself for re-appointment. The nomination of Shri M.T. Chiddarwar was withdrawn by SICOM Ltd. and consequently Shri M.T. Chiddarwar ceased to be a director of the Company with effect from 30th January 1999. The Board has recorded with appreciation the valuable services rendered by Shri M.T. Chiddarwar during his tenure as a director of the company. Shri V.D. Goenka and Shri A.V. Singi resigned from their directorship during the year. The Board places on record its appreciation for the valuable services rendered by them during their tenure as a director of the Company. Shri G.P. Jhawar was appointed as an additional director of the Company by the Board of Directors in their meeting held on 30th March 1999 and retires at the ensuing Annual General Meeting. The Company has received a requisite notice under section 257 of the Companies Act, 1956 from a member signifying his intention to propose the candidature of Shri G.P. Jhawar for the office of the director, he is eligible for appointment. PARTICULARS OF EMPLOYEES Particulars in accordance with requirement of Section 2172A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 as amended have not been furnished as there was no employee in the aforesaid category during the year. STATUTORY INFORMATION Information in accordance with the provisions of 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 requiring disclosure of particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the prescribed format annexed hereto (Annexure 1) and forms part of this report. AUDITORS REMARKS The observations made by the auditors with reference to notes to the Accounts for the year under report are self explanatory and need no further comments from the Directors. AUDITORS M/s. Khandelwal Jain & Co., Chartered Accountants, the Auditors of the Company will retire at the fortheoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. The members are requested to appoint the Auditors and fix their remuneration. ACKNOWLEDGMENTS Your Directors place on record their appreciation of the valuable Co- operation and support of Customers, Shareholders, Companys Banker, Financial Institutions and Government Authorities. The Board also places on record its profound admiration and sincere appreciation of the continued hard work put in by the employees and workers at all levels. FOR AND ON BEHALF OF THE BOARD PLACE: MUMBAI G.D.SINGI DATE : 20th April, 1999 CHAIRMAN ANNEXURE TO THE DIRECTORS REPORT ANNEXURE - I Information in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988. (A) CONSERVATION OF- ENERGY (a) Energy conservation measures taken: The Company is committed to conserving energy and making best use of it. Various measures like providing automatic power factor controllers, replacing Diods, improving efficiency of H.F. Welder by provision of efficient cooling tower, trial runs of energy conserving devices etc. were undertaken. (b) Additional investments and proposals, if any, being implemented for reduction in consumption of energy: Nil (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Since energy accounts for a significant part of the total overhead cost to the Company, the measures taken have contributed to a good extent in terms of amount, though they have definitely reduced and helped to arrest the cost. (d) Details of total energy consumption and energy consumption per unit of production: As per Form A given below: (B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION: . 1. Efforts made in brief towards technology absorption, adoption and innovation: Priority has been accorded to absorption and adoption of technology and the company has made significant efforts to achieve efficiencies. 2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development import substitution, etc. as mentioned above. 3.Imported technology: Nil Nil C) FOREIGN EXCHANGE EARNINGS AND OUTGO; Total Foreign Exchange earned: Rs. Nil Rs. 11,52,622 Total Foreign Exchange used: Rs. Nil Rs.1,35,40,924