Willard India Ltd Directors Report

WILLARD INDIA LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT The Members Your Directors present the Thirty Seventh Annual Report together with the Annual Accounts of the Company for the year ended 31st March 2011. The working results for the year are as under: Working Results (Rs. in lakhs) Current year Previous Year 2010-11 2009-10 Total Income 44.51 7.60 Profit/(Loss) before tax & Extra 23.34 (32.15) Ordinary Items Extra Ordinary Income/Loss 82.24 - Profit/(loss) before tax 105.58 (32.15) Less: Provision for Income Tax - - Proflt/(loss) after tax 105.58 (32.15) Business Analysis The Board of Directors informed that the company has been able to clear all debts of the State Financial Institution and become debt free. The Income during the year consists of Write off liabilities & Provisions which are no longer required to be carried forward. The Board of Directors would be able to explore new business opportunities. Dividend The Board of Directors does not recommend any dividend for the year 2010- 2011. Conservation of Energy The information on conservation of energy, technology, absorption, foreign exchange and outgo as required to be disclosed in terms of section 217(1)(e) of the Companys Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Director(s) Rules 1988 is not applicable to the Company. Particulars of Employees Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975, as amended regarding employees is not applicable as none of the employees are covered under this section. Directors Pursuant to the provisions of Section 255 and 256 of the Companies Act, 1956 Mr. Raj Kumar Sehgal, one of the Directors of the Company retires by rotation and being eligible offer himself for re-appointment. However Mr. Nand Kishore Rawat, one of the Directors of the company has resigned from the directorship of the company during the financial year. The Board of Directors would like to thanks Mr. Nand Kishore Rawat, for providing their services to the company. There was no further change in constitution of the Board of Directors during the financial year under review. Subsidiaries Investments in Perfect Career Consultants Private Limited, a subsidiary of the company, are presently held temporarily with a view to its divestment in near future; hence the same has been classified as current investments and the financial statements of the same has not been consolidated in terms of AS-21.. However one of the subsidiaries, the Willard Storage Battery Limited is under Liquidation, so the audited accounts and Directors Report of that company is not attached to the Annual Return. Compliance of Accounting Standards As required by section 211(3C) of the Companies Act, 1956, the accounts of the Company for the year under review has been made in conformity with the Accounting Standards prescribed by the Institute of Chartered Accountants of India except deviations have been specifically expressed by the Auditors of the Company. Auditors The present Auditors M/s. Sushil Jeetpuria & Co., Chartered Accountant retires at the Annual General Meeting and are eligible for reappointment. The observations in the Auditors Report have been dealt with by making relevant notes in the account. Corporate Governance As required by Clause 49 of the listing agreements, a separate section containing the report on the Corporate Governance together with the certificate on the compliance with the conditions of corporate governance issued by a practicing company secretary is appended thereto and they form part of this Annual Return. Directors Responsibility Statement As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm as under:- i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures except (a) non-provision of gratuity & leave encashment to the extent stated in note no. 4 of the notes on account as against requirement of As-15 *(Accounting for Retirement benefits) and (b) non-provision of diminution in the value of investment as stated in note no. 11 of schedule 14B as against requirement of AS-13 (Accounting for investment). 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. iii) that the directors have taken proper and sufficient care of 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 fraud and other irregularities; iv) that the directors have prepared the annual accounts on a going concern basis. Dematerialization of Shares: The shares of the company have been mandate for compulsory trading in demat from valid demat request provided by the company are confirmed within the stipulated time from date of receipt of document from the DP. The Company promptly intimates the DP in the event of any deficiency and the shareholders are also kept informed. The pending demat request in the records of the Depositories, if any, are continually reviewed and appropriate action initiated Acknowledgement The Directors would like to acknowledge and record their appreciation of the held and assistance provided by the Financial Institutions and the Company Bankers, from time to time, as also of the employees at all levels for their dedication and commitment to the company. Date : 11-08-2011 For and on behalf of the Board Place: New Delhi Chairman Director