gom industries ltd Directors report

GOM INDUSTRIES LIMITED ANNUAL REPORT 2001-2002 DIRECTORS REPORT TO The Members, GOM Industries Limited Your directors have pleasure in presenting Twenty Third Annual Report of your company together with the audited accounts for the year ended 31st March, 2002. A. DIVIDEND: Your Directors do not recommend any dividend owing to losses. C. OPERATIONS: Your directors feel uncomfortable to place on record that despite making all possible efforts including maintaining good quality, acquiring ISO 9002 and reduction in cost of production at all possible levels, the eternal unhealthy competition from the units working under unorganized sector and uneven competition from gigantic and resourceful international giants, your company has not been able to increase its turnover and reduce losses during the year under review also. As reported earlier, Solvent, Raffinate and Slop (Acquisition, Sale, Storage & Prevention of Use in Automobiles) Order, 2000 has already affected the performance of your company adversely. Your directors do wish to state that due to incremental losses during the year under review, initiations for appropriate steps to improve upon the marketing and operational front also got the backseat. The performance of the Joint Venture Company viz. Solutia GOM India Coatings Materials Pvt. Ltd. has been encouraging by current industrial standards, though it is still in its nascent stage of functioning. However, all possible strategic measures are being explored and shall be initiated to bring the company back to black and your directors can only be hopeful of recovering in the year to come. DIRECTORS RESPONSIBILITY STATEMENT: As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that; 1. in the preparation of the annual accounts, the applicable accounting standards have been followed; 2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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/Loss of the company for the year under review; 3. the directors had 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 frauds and other irregularities; 4. the directors had prepared the annual accounts for the financial year ended 31st March, 2002 on a "going concern" basis; and 5. all the properties and insurable interests have been adequately insured. DIRECTORATE: Shri Prashant Basrur and Shri Mahesh Solanki, have been appointed as additional directors during the year under review to induct two more non- executive independent directors on the Board in order to comply with the provisions of amended Schedule XIII of the Companies Act, 1956. The company has received a notice under the provisions of Sec. 257 of the Act proposing to appoint these two additional directors as regular non-executive independent directors by the members in the ensuing annual general meeting. There is no other change in the directorships. Shri C.J. Bhumkar retires by rotation and being eligible offers himself for re- appointment. AUDITORS: M/s Khandelwal & Jhaver, Chartered Accountants, the auditors, also retire at the ensuing annual general meeting and they, also being willing and eligible, have offered for re-appointment. The report of the auditors read with the notes to the accounts is self-explanatory and need no further clarification. PUBLIC DEPOSIT: The company has accepted loans within the meaning of deposits regulated vide Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 after filing of the requisite Statement in lieu of Advertisement. The aggregate deposits are within the prescribed limits. PARTICULARS U/S 217(2A) & 217(1)(e) OF THE COMPANIES ACT, 1956: The particulars of employees as are required under section 217(2A) of the Companies Act, 1956 are provided herewith as Annexure - A, forming part of this report. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND R&D EFFORTS: The details of energy conservation in Form A are not applicable, to the Company. The manufacturing operations of your company are based on indigenous technology which is being continuously upgraded suiting to the requirements of your company. During the year under review, your company has earned foreign exchange Rs. 4.80 lacs and has spent Rs. 59.61 lacs in foreign exchange. SAFETY & INSURANCE: All the Properties and insurable interests of Company are adequately insured. SUBSIDIARY COMPANY: Pursuant to the requirements of Sec. 212 of the Companies Act, the "Annual Accounts alongwith the report of the Auditors and Directors thereon of GOM International Ltd., are annexed herewith forming part of this report. There has not been any change in the subsidiary company nor any change has taken place in the nature of business of the subsidiary during this year. ACKNOWLEDGMENT: Your directors place on record their sincere appreciation for the assistance and co-operation received from the Government Authorities, MPFC & Dena Bank. The Board also appreciates the dedicated performance of the employees at all levels. By Order of the Board of Directors Place: INDORE (ATUL R. PATEL) Date : 26th August, 2002 Managing Director