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Atcom Technologies Ltd.

BSE: 527007 Sector: Engineering
NSE: ATCOM ISIN Code: INE834A01014
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Atcom Technologies Ltd. (ATCOM) - Director Report

Company director report

ATCOM TECHNOLOGIES LIMITED ANNUAL REPORT 2010-2011 DIRECTOR'S REPORT To The Members The Directors have pleasure to present the Twenty-first Annual Report with the Audited Statement of Accounts for the period ended 31st March, 2011. FINANCIAL RESULTS (Rupees in lacs) PARTICULARS 2010-2011 2009-2010 Gross Profit/(Loss) before depreciation (51.60) (6.44) [Less: Depreciation (99.11) (103.69) [Operating Profit/(Loss) (89.73) (110.13) [Less: Deferred tax 0.00 0.00 Profit/(Loss) after Tax (89.73) (110.13) [Add : Waiver of Term Loan/Cash Credit OTS 3188.85 0.00 Profit/(Loss) after Extra Ordinary Item (3099.12) (110.13) Add: Debit Bal of Profit & Loss A/c from previous year (22311.95) (22201.82) Balance available for Appropriation (19212.83) (22311.95) Deficit Carried to Balance Sheet (19212.83) (22311.95) DIVIDEND Due to carried forward losses, your directors regret their inability to recommend a dividend for the year under review. BUSINESS PERFORMANCE The turnover of the Company during the year ended 2010-2011 amounted to Rs. 1,434,640 as compared to Rs. 512,503 in the year 2009-2010 representing a rise in the business of the Company over the previous year. As evident from the above financial results and accounts, the Company continued to be under financial crises. Due to financial crises the Company could not make the optimum utilization of the resources and the same resulted into reduced sales, negative results. DIRECTORS As per provisions of Articles of Association of the Company Mr. Mahendra Sanghavi, the Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment. Details of director seeking re-appointment at the ensuing Annual General Meeting fixed on 31st July, 2011. Name of Director Mr. Mahendra Sanghvi Date of Birth 18th May, 1956 Date of Appointment 24th May, 2007 Expertise in specific functional areas Marketing List of other Directorships held excluding foreign companies, Companies under Section 25 of the Companies Act, 1956 & Private companies Five Chairman/Member of the committees of the Board of other Companies in which he/she is a Director Nil SUBSIDIARY COMPANIES C2M Technologies India Limited This subsidiary has not undertaken any significant business during the year under review. AUDITORS The statutory auditors M/s Jain Anil & Associates, Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office, if re-appointed. AUDITORS' REPORT The observations of the auditor in their audit report are self-explanatory. RESTRUCTURE OF THE COMPANY The members are aware that during 2002-03 the Company became Sick Industrial Company as per the provisions of Sick Industrial Companies Act 1985 (SICA) and a reference was filed with Board for Industrial and Financial Reconstruction(BIFR) for determination of the measures with respect of the company. However some of the secured lenders initiated the proceedings under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SRFAESI) against the Company. As a result the reference under SICA could not be admitted by the BIFR. After protracted negotiations with the secured lenders, the majority of secured lenders in-principle have agreed to arrive at compromise/ arrangement with the company and to withdraw the proceedings initiated under SRFAESI. Out of eleven banks six banks have supported the Company for rehabilitation and reconstruction and also entered for consent terms out of which four banks have been fully settled and two banks payment is being done as per schedule of Consent term. Remaining five banks have been given revised proposal for rehabilitation and reconstruction which are under their consideration. The Company is also under negotiations with promoters/ investors to bring in further funds to revive the company In the circumstances, the Company proposes to restructure it's activities through the scheme of Reconstruction / Demerger/ Amalgamation/ Arrangement and Compromise. For this purpose the Company will be required to file necessary reference to BIFR under SICA and / or Scheme of compromise or arrangement under Companies Act 1956 / SRFAESI. CORPORATE GOVERNANCE We strive to maintain the corporate governance as far as possible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, a Report on Corporate Governance, along with the Certificate of the Auditors on Corporate Governance is annexed to this Report. FIXED DEPOSITS During the period under review, the Company has neither accepted nor renewed any public deposits, under Section 58A, read with Companies (Acceptance of Deposits) Rules, 1975. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 217 (2AA) of the Companies Act, 1956 your directors confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed; ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of its profit for the period ended as on that date; iii) 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; iv) the annual accounts have been prepared on a going concern basis. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS. INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE PERIOD ENDED 31ST MARCH, 2011. CONSERVATION OF ENERGY Use of natural light through bigger windows, skylights etc. This has resulted in reduction of power consumption. RESEARCH & DEVELOPMENT As the company is under financial crunch no R&D was carried out. FOREIGN EXCHANGE EARNINGS AND OUTGO There has been neither any earning nor outgoing of foreign exchange during the year under review. PARTICULARS OF EMPLOYEES Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. Acknowledgements Your Directors greatly appreciate the commitment and dedication of all the employees. Also would like to thank all our Customers, Bankers, Clients, Business Associates and various Government agencies for their continued support. For and on behalf of the Board Sd/- Place : Mumbai (Vikram A. Doshi) Date : 30th May, 2011 Chairman. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS The Company has been operative in 3 industries namely Information Technology, Drinking Water and Weighing & Instruments. However due to severe financial crisis faced by the company at present none of this divisions are operative. PERFORMANCE HIGHLIGHTS In 2010-2011, the Company could not deliver satisfactory performance in terms of revenues, profits, networth, assets and market capitalization. During the year under review the sales figures have gone down due to sluggish demand of 'Electronic Weighing Scales' in the Market and lower utilization of its capacity. Even the performance of other segment of the Company i.e. 'Plastic' was not satisfactory. OPPORTUNITIES AND THREATS The lack of additional funds with your Company and the prolonged recession is affecting the performance of the Company drastically. In these circumstances one could only survive only when the resources are put to use to their maximum productive capacity and this could only be achieved when there is no financial constraints. At present the Company is undergoing through the rigid financial crisis, only the financial restructuring will pave the way out of this financial jam. RISKS AND CONCERNS Any recurrence of outburst of disturbance in the country more predominantly due to political and economical upheaval may bring down the vibrancy of Company's business activities. Any changes in economic and monetary policies of the Government such as monetary tightening, hike in interest rates, inflationary pressure, restrictions on foreign exchange flows etc may also have a negative impact on the operations and profitability of the Company. However, the company's present financial jam is imposing much larger problem than other macro factor. CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectation may be 'forward looking statements' within the meaning of applicable statutory laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions and price conditions in the domestic and overseas markets in which company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors. Date: 30th May, 2011.

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