western industries ltd Directors report

WESTERN INDUSTRIES LTD., ANNUAL REPORT 2000-2001 DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting the Sixth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2001. OPERATIONS: Despite the adverse business conditions, your Company recorded an impressive turnover of Rs.2003.00 lakhs compared with Rs.1601.66 lakhs in the previous year. The net profit decreased from Rs.51.93 lakhs to Rs.45.18 Lakhs. The Company has added more veterinary products to its product line and the production facilities have been geared up to core - up with the increased production. The Company has also appointed super distributors, C & F Agents and dealers in various states to sustain the increased volume of business. FUTURE OUTLOOK: Your company has started exports to Bangladesh this year and already made exports to the tune of Rs.8070615.00 upto 31.03.2001 and expecting substantial increase of exports in the next year. FIXED DEPOSITS Your Company has not invited any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. AUDITORS REPORT The observation of the auditors are explained, wherever necessary, in appropriate notes to the accounts. DIRECTORS: Smt. C. Bhagyalakshmi, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. During the year, Shri J.V.Babu Rao, Shri K.Seshnarayan and Shri B.Prabhu, were appointed as Additional Directors of the Company by the Board in terms of Section 260 of the Companies Act, 1956. They holds office till the conclusion of the forth coming Annual General Meeting of the Company. The Company has received notices in terms of Section 257 of the Companies Act, 1956 for appointment of Shri. J.V. Babu Rao, Shri. K.Seshnarayan and Shri B.Prabhu, as Directors liable to retire by rotation. At the Board Meeting held on 1st April 2001, Shri. K.Seshnarayan was appointed as whole-time Director (Director Marketing) of the Company for a period of 5 years with effect from 1st April 2001. During the year, Shri S.Ravi Subramanyam resigned from the post of Directorship of the Company. Your Directors place on record their appreciation for the service rendered by Shri S.Ravi Subramanyam. AUDITORS: M/s Allamsetty & Co., Chartered Accountants, Auditors of the Company retire at the Annual General Meeting and are eligible for re-appointment, Members are requested to re-appoint them and to authorize the Board to fix their remuneration. CORPORATE GOVERNANCE As the shareholders may be aware, the securities and Exchange Board of India (SEBI) has formulated a code of Corporate Governance to be implemented by listed companies. Pursuant to this, the Stock Exchange, Hyderabad, where the shares of your Company are listed, has introduced a new clause 49 in the Listing Agreement providing the compliance with the code. In the case of your company, the code would be required to be implemented w.e.f. 1st April, 2002. The Company is in the process of progressively implementing the various compliance requirements of the code. AUDIT COMMITTEE: Through the Companies Act,2000 a clew section 292A has been introduced for appointment of Audit Committee. Your Directors are happy to inform you that, as a measure of good Corporate Governance, the Company had formulated an audit subcommittee on 01.04.2001. The Present composition of the Audit Committee is as follows Shri. C. Balasubramanyam Shri. J.V. Babu Rao Shri. B. Prabhu DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956: In compliance of Section 217(2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your Directors confirm that:- a). That in the preparation of the accounts for the financial year ended 31st March, 2001 the applicable accounting standards have been followed along with proper explanation relating to material departures. b). That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review: c). 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; d). That the Directors have prepared the accounts for the financial year ended 31st March 2001 on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE: Information on conservation of Energy, Technology Absorption, Foreign Exchange Earnings ;end outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are provided as under : a). Conservation of Energy: The Energy is being utilized optimumly. b). Technology Absorption i) Research and Development (R&D): The Company is making constant efforts to improve the quality of its products. ii) Technology Absorption: The Company is making all out efforts for improving productivity and product quality and reducing consumption of scarce raw materials and fuels. c). Foreign Exchange Earnings & Out Go: Foreign Exchange earnings : Rs.30,04,427.00. Foreign Exchange Outgo : NIL EMPLOYEES RELATIONS Your Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all level. Your company has no employees whose salary exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956. Hence the information required under the said section, read with Companies (Particulars of Employees) Rules 1975, has not been given in this report. LISTING INFORMATION Listing Equity Shares of your Company continue to be listed during the year under review at (a) The Hyderabad Stock Exchange Limited, 3-6-275, Himayatnagar, Hyderabad -500029; (ii) The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumabi - 400001; (iii) The Madras Stock Exchange Association Limited, Exchange Building, Post Box No. 183, 11, Second Line Beach, Chennai-600001. The Company had paid the Annual Listing fees for the year 2000-2001 to the Hyderabad and Mumbai Stock Exchanges. ACKNOWLEDGEMENTS: The Directors thank the Companys Bankers. Employees and officials of concerned Government Departments for their cooperation and continued support to the Company. For and on behalf of the Board of Directors (C. BALASUBRAMANYAM) Chairman & Managing Director. Place: Secunderabad Date : 23.08.2001