genelec ltd Directors report

GENELEC LIMITED DIRECTORS REPORT TO THE MEMBERS Your Directors present herewith their Report and Statement of Accounts for the financial year ended 30th June, 1998. REVIEW OF OPERATIONS During the year under report your Company achieved a turnover of Rs.150 lacs in comparison to Rs.162 lacs during previous year ended 30 June,1997. The activities of your company was adversely affected due to non- availability of working capital. DIVIDEND In view of the accumulated loss, the Directors regret their inability to recommend any dividend. AUDITORS REPORT As regards the observations in the Auditors Reports, the relevant Notes on Accounts are self-explanatory. REVIVAL SCHEME The Rehabilitation cum-Amalgamation/Merger scheme of the company sanctioned by the Board for Industrial & Financial Reconstruction (BIFR), for merger of the company with Shaw Wallace & Co. LTD (SWCL), could not be implemented, since one of its shareholders challenged the share exchange ratio, recommended by BIFR in the merger scheme, and filed an appeal with the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and subsequently the appeal was disposed of by AAIFR. The verdict of AAIFR changed the basic structure of the amalgamation plan and SWCL filed a writ petition-before the Honble Delhi High Court on 26 November 1996. After a series of hearing held court, on 26 August,1997 the Honble Delhi High court stayed the AAIFR order and directed the BIFR not to proceed in the matter further till the decision of the writ petition filed by SWCL. DIRECTORS Messrs. H. Niyogi and T.S. Venkatesan retire by rotation and being eligible offer themselves for reappointment. FIXED DEPOSIT: The Rehabilitation/Merger Scheme sanctioned by BIFR on 29h December 1995 has recommended the repayment of matured fixed deposits together with accrued interest upto 31st March 1996 over three years commencing from 1997-98. However, the Honble Delhi High Court directed the BIFR not to proceed further in the implementation of the BIFR package, hence the repayment of fixed deposits has not yet commenced. AUDITORS Messrs L. B. Jha & Co., Chartered Accountants, retire and are eligible for reappointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT-GO As regards details of conservation of energy and technology absorption, pursuant to Section 217(1) of the Companies Act,1956, particulars in terms of Companies (Disclosures of particulars in the report of the Board of Directors) Rules,1988 are not applicable to the Company as manufacturing activities of the Company are not power intensive. Regarding Foreign Exchange earning both in-flow and out-flow during the year ended 30th June, 1998 were Nil (1997 - Nil) PARTICULARS OF EMPLOYEES There was no employee in respect of whom statement under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975, as amended from time to time is required to be annexed. EMPLOYEES RELATIONS Your Directors place on record their appreciation of the understanding, commitment and support of the employees. On behalf of the Board Place : Calcutta K. P. Roy G. C. Singha Roy Dated : 22-9-98 DIRECTOR DIRECTOR