Birmingham Thermo-Tech Ltd.

BIRMINGHAM TEERMOTECH LIMITED ANNUAL REPORT 1999-2000 DIRECTORS' REPORT To, The Members, BIRMINGHAM TEERMOTECH LIMITED Dear Members, Your directors have pleasure in presenting herewith Fifth Annual audited Report, of your Company for the year ended 31st March 2000. OPERATIONS The Company has earned Income from Trading Operations only, They Company has applied to various authorities for the availability of certain licences. The plan is still under implementation. The Company has developed software for industrial engineering to increase output at low cost of heavy engineering goods with low inventory investment. The same is being commercially marketed. During the year Company has achieved the following financial performance. YEAR UNDER REVIEW During the year under review your Company has earned a small amount of profit of Rs. 4131.00 from trading operations. Your Company is planning to market engineering software based consultancy services to engineering industry. DIVIDEND Board of Directors have not recommended dividend for the Financial year ended 31st March 2000 in view of small amount of profit ended your Company. INFORMATION PURSUANT TO LISTING AGREEMENT The Company's Shares are at present listed on Ahmedabad and Mumbai Stock Exchange. The Company has duly paid the annual listing fees up to and including the year 2001-2002 on both the stock exchanges. The shares of the Company are freely tradable and has not been suspended on any of the above stock exchanges. DEMATERIALISATION OF SECURITIES SEBI has issued a circular No SMDRP/Policy/Cir-23/2000 dated 29th May, 2000 whereby W.E.F. 25th September, 2000 the equity shares of the Company will be compulsorily traded in Dematerialised from only by all investors on all Stock Exchanges. The Company has made necessary arrangements and has already entered in to Triparitet agreement with both Depositories namely NSDL and CSEL. The Shareholders are requested to Dematerialise their holdings Immediately. DEPOSITS During the year under review the Company has not accepted any fixed deposits as defined under section 58A of the Companies Act, 1956. DIRECTORS Mr. Kashyap P. Pathak retires by rotation at this annual General Meeting and proposes himself for reappointment. AUDITORS M/s Doctor & Patel, Chartered Accountants the retiring auditors hold office of the Auditors upto the date of this Annual General Meeting as per the provisions of the Act. The Company has received a letter from the said Auditors tot he effect that their appointment shall be within the limits laid down under Section 224 (1B) of the Companies Act. A resolution proposing their appointment as the regular Auditors of the company for the period from the conclusion of this annual General Meeting upto the Date of the next Annual General Meeting is required to be passed. Your directors recommend to pass the said resolution. AUDITOR'S OBSERVATIONS The Auditors have not made any adverse observations in their report which may require any clarifications from the Company. COMPLIANCE TO CODE OF CORPORATE GOVERNANCE Your directors have duly taken note of the amendments in the listing agreement for formation of corporate Governance Committee within the Organisation. The Board hereby ensures that the Company will make timely compliance with the said guidelines. EMPLOYEES None of the employees of the Company is covered by section 217 (2A) read with companies (Particulars of employees) Rules, 1975 as amended. MATERIAL CHANGES No material changes have taken place since the closure of the financial accounts upto the date of this report which may affect substantially the financial performance or substantially the business of the Company. STATUTORY INFORMATION Information as per section 217 (1)(e) read with Companies (Disclosure of Particulars in the report of a Board of Directors) Rules,1988 and given in view of non manufacturing activities of the Company during the year. APPRECIATION Your directors take this opportunity to acknowledge with gratitude and with to place on record their appreciations for the valuable support and mind co-operation received by the Company from Bankers Shareholders and Staff during the year. Place : Ahmedabad On Behalf of Board of Directors Date : 04.06.2000 of Birmingham Thermotech Limited Sd/ (Ghailesh M. Joshi) Chairman