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Gujarat Wedge Wire Screens Ltd.

BSE: 513129 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE090J01014
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Gujarat Wedge Wire Screens Ltd. (GUJWEDGEWIRE) - Director Report

Company director report

Directors' Report

To

The Members

Your Directors present to you the 35th Annual Report together with the Audited Accountsof your Company for the year ended 31st March 2014.

FINANCIAL RESULTS:

The summarised result of your Company for the year under review are furnished below:

(Rs. in Lacs)
2013-2014 2012-2013
Sales 387.96 351.49
Operating Profit 12.62 15.83
Less: Interest & Finance Charges 6.98 7.65
Profit prior to depreciation 5.64 8.18
Less: Depreciation 3.25 5.75
Profit for the year 2.39 2.43
Less: Provision for Taxation NIL NIL
Add: Deferred taxation NIL NIL
Profit After tax 2.39 (2.43)

OPERATIONS:

The Sales for the year 2013-14 increased by about 10% but the overall profit remainedthe same mainly because of heavy pressure on margin due to the inconsistent working of theCoal washeries and Iron Ore plants in the private sector. However things have startedlooking better in the current year and your company expects to do better in the timeperiod.

DIVIDEND:

Due to inaequate profits the Company regrets its inability to pay dividend on theEquity as well as dividend on the Preference shares.

FIXED DEPOSIT:

The Company has neither invited nor accepted any deposit under Section 58A of theCompanies Act 1956.

DISCLOSURE OF SPECIFIED PARTICULARS:

The information regarding conservation of Energy Technology absorption and ForeignExchange earning and outgo as required under the provisions of Section 217 (1) (e) of theCompanies Act 1956 read with the Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules 1988 and forming part of the Report is annexed hereto asAnnexure A. The Company has no employee of the category mentioned in Section 217 (2A) ofCompanies Act 1956.

DIRECTORS:

Shri S. L. Mehta retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act 1956 the Directors herebyconfirm that:

In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 31st March2014 and of the profit of the Company for that period;

The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the Act for safe guarding the assets of the companyand for preventing and detecting fraud and other irregulaties.

The Directors have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANCE:

The requirements of Clause 49 of the Listing agreement are not applicable to theCompany.

COMPLIANCE CERTIFICATE:

The Compliance certificate in terms of Section 383A of the Companies Act 1956. issuedby practising Company Secretary Vadodara is annexed to this report as Annexure B.

AUDITORS:

M/s. Shah Sanghvi & Co. Chartered Accountants the Auditors of the Company retireand are eligible for re-appointment from whom the company has received a letter in termsof Section 224 (1 B) of the Companies Act 1956 regarding their eligibility to reappointas auditors of the company.

ACKNOWLEDGEMENT:

Your Board places on record its appreciation for the assistance and co-operationrendered by Bankers various Government Authorities etc Your Directors also record theirappreciation and thank the staff and workers for their dedicated services.

For and on behalf of the Board of Directors
Place : KOLKATA Avnish Mehta G. S. Jha
Date : 30-5-2014 Director Managing Director

ANNEXURE - A TO DIRECTORS' REPORT

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES1988.

CONSERVATION OF ENERGY:

a) Energy Conservation Measures Taken:

1) Company is maintaining a health average power factor of 0.95 by proper distributionof load and use of safety factors like earth leakage production over load production etc.

2) Some more proposals are under implementation for further reduction in consumption ofpower such as use of smaller compressors as and when the air requirement is lowquarterly maintenance of all the high power machines etc.

3) Constan t monitoring of various parameter like power factor prope r maintenance/lubrications of machines and pumps and use of natural light is an on going process.

FORM "A"

POWER AND FUEL CONSUMPTION:

Current year Previous year
1) Electricity
a) Purchased Unit (kwh) 64032 63846
Rate/Unit Rs. 9.05 Rs. 8.14
Total Rs. 579439.71 Rs. 519434
2) Coal NIL NIL
3) Furnace Oil NIL NIL
4) Other/Internal Generation NIL NIL
b) Consumption per unit production
Electricity (Unit) 2.00 2.03
Coal ML NIL
Furnace Oil NIL NIL

FORM "B'

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION:

RESEARCH AND DEVELOPMENT:
a) Special areas in which R&D Carried out by the company Company has developed in-house facilities to produce Welded V Wire pipes up to a Dia of 320 mm and slot size of 1.00 mm and above.
b) Benefit derived as a result of above R&D work New enquiries and orders have started coining in
c) Future plans: On going efforts are being made bythe Company to develop screens for new industries.
d) Expenditure on R & D Nil

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

a) Efforts Technology for manufacture of Looped Wedge Wire Screens has been fully absorbed.
b) Benefits By use of the above technology the Company has been able to establish itself as one of the leadin g manufacturers of Looped Wedge Wire Screens
c) Particula s of imported technology in the last five years : Nil
FOREIGN EXCHANGE EARNING AND OUTGO :
a) Activities relating to Export : Nil
b) Foreign exchange earning : Nil
c) Foreig n exchange outgo : Nil

 

For and on behalf of the Board of Directors
Place : KOLKATA Avnish Mehta G. S.Jha
Date : 30-5-2014 Director Managing Director

COMPLIANCE CERTIFICATE

To

The Members of GUJARAT WEDGE WIRE SCREENS LIMITED

(CIN: L27100GJ1978PLC003252)

We have examined the registers records books and papers of GUJARAT WEDGE WIRESCREENS LIMITED (the Company) as required to be maintained under the Companies Act1956 (the Act) and the rules made there under and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31stMarch 2014 In our opinion and to the best of our information and according to theexaminations carried out by us and explanations furnished to us by the company itsofficers and agents we certify that in respect of the aforesaid financial year:

01. The company has kept and maintained all registers as stated in Appendix"A"to this certificate as per the provisions and the rules made there underand all entries have been duly recorded.

02. The company has filed forms and returns as stated in the Appendix 'B' to thiscertificate with the Registrar of Companies Regional Director the Central GovernmentCompany Law Board or other authorities within the time prescribed under the Act and therules made there under.

03. The company being Public Limited company comments are not required.

04. The Board of Directors duly met 5 times on 30.05.2013 05.07.2013 14.08.201307.10.2013 and 12.02.2014 in respect of which meeting proper notices were given and theproceedings were recorded and signed including the circular resolutions passed in theMinutes Book maintained for the purpose.

05. The company closed its Register of Members from 26.09.2013 to 3009.2013 (Both daysinclusive) and necessary compliance of Section 154 of the Act has been made.

06. The annual general meeting for the financial year ended on 31.03.2013 was held on30.09.2013 after giving notice to the members of the company and the resolutions passedthereat were recorded in Minutes Book maintained for the purpose.

07. No Extra Ordinary General Meeting was held during the financial year.

08. The company has not advanced any loans to its directors or person or firm orcompanies referred to under section 295 of the Act.

09. The company has not entered into any contracts falling within the purview ofsection 297 of the Act.

10. The company was not required to make any entries in the register maintained undersection 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Actthe company has not obtained any approvals from the Board of Directors members or CentralGovernment.

12. The company has not issued any duplicate share certificates during the financialyear.

13. i) Ther e was no allotment. The company has delivered all the certificates onlodgment thereof for transfer /transmission or any other purpose in accordance with theprovisions of the Act.

ii) The company has not deposited any amount in a separate Bank Account as nodividend was declared during the financial year.

iii) The company was not required to post warrant to any member of the Company as nodividend was declared during the financial year.

iv) There was no amount in the unpaid dividend account applications money due forrefund matured deposits matured debentures and the interest accrued thereon which haveremained unclaimed or unpaid for a period of seven years and hence transferring of thesame to Investor Protection Fund does not arise.

v) The company has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no appointmentof additional directors alternate directors and directors to fill casual vacancy duringthe financial year.

15. Th e Company has not appointed Managing Director and no Whole time Director/Managerwas appointed during the financial year.

16. The company has not appointed any sole selling agents during the financial year.

17. The company was not required to obtain any approval of the Central GovernmentCompany Law Board Regional Director Registrar of Companies or such other authoritiesprescribed under the various provisions of the Act.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made there under.

19. The company has not issued any shares or other securities during the financialyear.

20 The company has not bought back any shares during the Financial Year.

21 There was redemption of 20000 Preference Shares during the financial year.

22. There were no transactions necessitating the company to keep in abeyance rights todividend rights shares and bonus shares pending registration of transfer of shares.

23. The company has not invited/accepted any deposits including any unsecured loansfalling within the purview of Section 58A during the financial year.

24. The amount borrowed by the company from directors members public financialinstitutions banks and others during the financial year ending 31stMarch 2014 are withinthe borrowing limits of the company and that necessary resolution as per section 293 (1)(d) of the Act have been passed in duly convened general meeting.

25. The company has not made any loans or advances or given guarantees or providedsecurities t o other bodies corporate and consequently no entries have been made in theRegister kept for the purpose.

26. Th e company has not altered the provision s of the Memorandum of Association ofthe company with respect to situation of the company' s registered office from one Stateto another during the financial year.

27. The company has riot altered the provision s of the Memorandum of Association ofthe company with respect to the objects of the company during the year under scrutiny.

28. The company has not altered the provisions of the Memorandu m of Association of thecompany with respect to name of the company during the financial year.

29. The company has not altered the provisions of the Memorandum of Association of thecompany with respect to Share Capital of the company during the year.

30. The company has not altered its Articles of Association during the financial year.

31 There was/wer e no prosecution initiated against or show cause notices received bythe company and no fines or penalties or any other punishment was imposed on the companyduring the financial year for offences under the Act.

32. The compan y has no t received any money as security from its employees during thefinancial year.

33 The company has deposited both employee's and employer's contribution to ProvidentFund with prescribed authorities pursuant to section 418 of the Act.

PLACE : VADODARA FOR VIJAY BHATT & CO.
DATE : 22.05.2014 COMPAN Y SECRETARIES
VIJAY BHATT
PROPRIETOR
CP: 2265

APPENDIX "A"

Registers as maintained by GUJARAT WEDGE WIRE SCREENS LIMITED:

01. Register of charges u/s 143 of the Companies Act 1956.

02 Register of Members u/s 150 of the Companies Act 1956

03. Index of Members u/s 151 of the Companies Ac( 1956.

04. Registers and Returns u/s 163 of the Companies Act 1956.

05. Register of particular s of contracts in which directors are interested u/s 301 ofthe Companies Act 1956.

06. Register of Directors Managing Director etc. u/s 303 of the Companies Act 1956.

07. Register of Director's Shareholding u/s 307 of the Companies Act 1956

08. Register of transfers.

APPENDIX "B'

Forms and Returns as filed by the GUJARAT WEDGE WIRE SCREENS LIMITED with the Registrarof Companies during the financial year ending on 31st March 2014.

01. Annual Return filed u/s 163 of the Companies Act 1956 in Form 20B on 28.10.2013vide MCA Challan No. Q18546507 for the Annual General Meeting held on 30.09.2013.

02. Compliance Certificate in Form 66 filed u/s 383A of the Companies Act 1956 on04.10.2013 vide MCA Challan No. Q12188892 for the Financial year ended on 31st March 2013.

03. Annual Accounts filled u/s 220 of the Companies Act 1956 in Form 23AC XBRL &23ACA XBRL on 05-10-2013 vide MCA Challan No. Q12346623 for the year ended 31st March2013 adopted at the Annual General Meeting of the company held on 30-09-2013.

04. Form No. I-XBRL filed u/s 233B of the Companies Act 1956 vide MCA Challan INo.S2896310 6 on 10-01-2014 for the Cost Compliance Certificate for the year 2012-2013.

05. Form No. 23C filed u/s 233B of the companies Act 1956 vide MCA Challan No.S21367636 on 26-06-2013 for the appointment of cost auditor for the year 2013-2014.

06. Form No. 5 filled u/s 97 of the Companies Act 1956 vide MCA Challan No. B88656509on 08.11.2013 for the redemption of part of Preference Shares.