Elgi Industrial Products Ltd Merged Directors Report

ELGI INDUSTRIAL PRODUCTS LIMITED (FORMERLY ELGI FINANCE LIMITED) ANNUAL REPORT 2008-2009 DIRECTORS REPORT Your Directors present the Twenty Sixth Annual Report together with the Audited Accounts for the year ended 31st March, 2009. FINANCIAL RESULTS: Year Ended Year Ended 31/03/2009 31/03/2008 (Rs. in lacs) (Rs. in lacs) GROSS INCOME 3.00 4.27 Profit /(Loss) before Interest, Depreciation and Provision for Tax (1.31) 1.32 Add / (Less): a) Interest - - b) Depreciation (0.16) (0.17) c) Provision for Taxation - - Balance Profit / (Loss) (1.47) 1.15 Add : Previous Years Loss B/F 2899.28 2900.43 Balance Loss Carried Over 2900.75 2899.28 NAME CHANGE: The Name of the Company has been changed as Elgi Industrial Products Limited with effect from 20.01.2009. OPERATIONS: The Companys operations were limited to solving the legal issues still pending and also assist in collection of receivables. Reserve Bank of India has directed to convert your Company to a Non-banking Non-financial Company. Accordingly your Company has changed the main objects to enable the Company to undertake manufacturing activities. The name of the Company has also been changed in line with the proposed activities. FIXED DEPOSITS: The Company has not accepted any fixed deposits during the year. There are no dues payable on account of fixed deposits at the end of the year. DIVIDEND: Due to losses incurred, the Board of Directors do not recommend any dividend for the year. DIRECTORS: Sri. B. Balakrishnan retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. During the year Sri C.N. Subramanian resigned from the Board with effect from 16.03.2009. The Board wishes to place on record the valuable services rendered by him during his tenure of office as Director of the Company. Sri. D. Ramraj who has vast experience in manufacturing industry, has been appointed as an Additional Director and he holds office till the ensuing Annual General Meeting. Notice under section 257 has been received from a member proposing his candidature for the office of directorship. Your Directors recommend his appointment. The Board of Directors at their Meeting held on 30th June 2009, reappointed Dr. Jairam Varadaraj as Managing Director of the Company for a further period of five years from 1st September 2009 without any remuneration and perks. His appointment is being placed before you at the ensuing Annual General Meeting for consideration and approval. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO: Furnishing of details regarding CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO are not applicable to the Company. LISTING: The share of the Company have been listed in Bombay Stock Exchange Ltd, Mumbai and Coimbatore Stock Exchange Ltd. The listing fees payable has been duly paid to Bombay Stock Exchange Ltd. Due to non receipe of necessary intimation letter from Coimbatore Stock Exchange Ltd., the Listing fee has not been paid so far. REPORT ON CORPORATE GOVERNANCE: A detailed report on Corporate Governance is annexed to this Annual Report. The Company has complied with the conditions of corporate governance as stipulated in clause 49 of the listing agreement. The certificate obtained from the auditors of the Company regarding compliance of conditions is annexed to this report. DIRECTORS RESPONSIBILITY STATEMENT: In compliance of Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000. the Directors of your Company confirm: - That all applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures. - That such Accounting Policies have been selected and applied 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 as on 31st March, 2009 and of the Loss of the Company for the year ended on that date. - That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. - That the Annual Accounts have been prepared on a going concern basis. AUDITORS: M/s. Suri & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. PERSONNEL: There arcs no employees covered by the particulars required to be disclosed under Section 217 (2A) of the Companies Act, 1956. ACKNOWLEDGEMENTS: Your Directors wish to thank and place on record their appreciation to everyone who have supported, contributed and have put in their fullest co- operation in the day-to-day operations of the Company. By Order of the Board Dr. JAIRAM VARADARAJ Managing Director Coimbatore B. BALAKRISHNAN 30/06/2009 Director MANAGEMENT DISCUSSION AND ANALYSIS REPORT INDUSTRY STRUCTURE AND DEVELOPMENT: The Companys objects have been changed from being a Finance Company to a Manufacturing Company. The Management is evaluating a suitable business idea to fit. SEGMENT WISE OR PRODUCT-WISE PERFORMANCE: The Company did not have any activity other than collections during the year. RISK AND CONCERNS: Since the Company is only acting as a collection entity there are no significant risks associated with this operation. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that transactions are authorised, recorded and reported correctly. The Audit Committee meets periodically with the Management and the Statutory Auditors to review the internal control systems. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Please refer Directors Report on Operations. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FROM, INCLUDING NUMBER OF PEOPLE EMPLOYED: There has been no material developments in human resources / industrial relations front. As on date there are no employees in this Company.