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Himatsingka Motor Works Ltd.

BSE: 509063 Sector: Financials
NSE: N.A. ISIN Code: INE643E01011
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Himatsingka Motor Works Ltd. (HIMATSINGMOTOR) - Director Report

Company director report

HIMATSINGKA MOTOR WORKS LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT TO THE SHAREHOLDERS Ladies & Gentlemen, Your Directors have pleasure in presenting the 53rd Annual Report together with the Audited Accounts for the year ended 31st March, 2005. FINANCIAL RESULTS: The Financial Results of the Company's working for the year ended 31st March, 2005 are tabulated as under: Year ended Year ended 31-03-2005 31-03-2004 Rs. Rs. Operational Income 2,05,54,882 2,05,76,944 Profit Before Depreciation 24,69,410 28,81,591 Depreciation 2,87,182 3,10,276 Profit Before Taxation 21,82,228 25,71, 315 Provision for Taxation 6,38,032 7,47,398 Profit After Taxation 15,44,196 18,23,917 Earning Per Share 1.58 1.86 Cash Profit 18,31,376 21,34,193 Disbursement (H.P Finance) 1,63,06,000 2,03,92,000 Hire Purchase Business Written During the year 2,06,02,575 2,60,75,621 During the year under Review your Company's business has decreased and the profit has also decreased than that of previous year, as borne out by the above figures. Your Board of Directors are actively investigating investment opportunities in new lines of business that are consistent with the inherent strength of the Company. DIVIDEND: In view of the required Investment in new lines and with the need to conserve funds for the long-term benefit of the Company, no dividend has been recommended this year. DIRECTORS: Shri Harish Kumar Himatsingka retires by rotation and being eligible the Directors recommend his reappointment. ACCOUNTS: The Notes on Accounts in Schedule 16 are self-explanatory. Additional information as required under Part IV of Schedule VI of the Companies Act, the Balance Sheet Abstract and Company's General Business Profile are in Schedule 17 of the Accounts. CORPORATE GOVERNANCE: In terms of Listing Agreement with Stock Exchanges the Company is not required to comply with the Corporate Governance Provisions. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to Provision of Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors confirm: i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure if any. ii) That the Directors had selected such accounting policies and applied them consistently and made judgements 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 at the end of the financial year and of the Profit & Loss of the Company for that period. iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting frauds and other irregularities. iv) That the Directors had prepared the accounts on a going concern basis. AUDITORS: M/s. N. R. & Associates, Chartered Accountants, retire and are eligible for re-appointment. PUBLIC DEPOSITS: The Company has not accepted any Public Deposit during the year falling within the purview of Section 58A of the Companies Act 1956 and rules framed there under. There were no unclaimed/ unpaid deposits lying with the Company as on 31st March, 2005. PERSONNEL: There were no employees receiving remuneration aggregating to Rs.2,00,000/- per month where employed for part of the year or Rs.24,00,000/- p.a. where employed for the full year and hence particulars under Section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975 have not been given. FOREIGN CURRENCY INFLOW/OUTGO AND ENERGY CONSERVATION: The nature of the Company's activities does not entail energy consumption or outgo/inflow of foreign currency. LISTING FEE PAYMENT: The Company has not paid Annual Listing Fee for the F.Y.2004-05 and 2005-06 to Guwahati and Mumbai Stock Exchanges. AUDITOR'S OBSERVATIONS: The Company has disclosed the relevant facts in the notes on accounts given in Schedule-16 and the same are self-explanatory. SECRETARIAL COMPLIANCE: The Company has obtained the necessary compliance certificate from a whole time practicing company secretary as required under section 383A(1) which is annexed herewith the statement of accounts. ACKNOWLEDGEMENT: In conclusion, the Board places on record their appreciation of the support given by the Bankers, Govt. Agencies, Customers, Staff and others for the working of Company. For and on behalf of the Board SANTOSH KUMAR HIMATSINGKA Director Place : Guwahati RAJESH KUMAR HIMATSINGKA Dated the 30th July, 2005. Director Compliance certificate TO THE MEMBERS HIMATSINGKA MOTOR WORKS LIMITED A.T. Road, Guwahati - 781 001. We have examined the registers, records, books and papers of HIMATSINGKA MOTOR WORKS LIMITED. (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2005 (financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure, 'B' to this certificate, with the Registrar of Companies, Assam, Meghalaya, etc. Morello Building, Shillong, Additional fees has been paid for the delayed documents. However, no forms or returns were required to be filed with the Regional Director, Central Govt., Company Law Board or other authorities. 3. The Company, being a public limited company, comments are not required. 4. The Board of Directors duly met Four times respectively on 30th April 2004, 28th July 2004, 30th October 2004 and 31st January 2005 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Books maintained for the purpose. 5. The Company closed its Register of Members from 15th September 2004 to 29th September 2004 and necessary compliance of Section 154 of the Act has been made. 6. The Annual General Meeting for the financial year ended on 31st March 2004 was held on 29th September 2004 after giving due notice to the members of the Company and the resolutions passed there at were duly recorded in Minutes Books maintained for the purpose. 7. No extra ordinary general meeting was held during the financial year. 8. The Company has not advanced any loan to its Directors and/or persons or firms or companies referred in the section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of section 297 of the Act. 10. The Company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government. 12. The Company has not issued any duplicate share certificates during the financial year. 13. The Company has: i) not allotted/transferred/transmitted any securities during the financial year. ii) not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. iii) not required to post warrants to any member of the Company as no dividend was declared during the financial year. iv) no instances which required transfer of any amount to Investors Education and Protection Fund. v) 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 appointment of additional directors, alternate directors and directors to fill casual vacancies during the financial year. 15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager 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 approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares/ debentures/ other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has not issued any preference shares/ debentures and hence there is no question of redemption of the same. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of section 58A during the financial year. 24. The amount borrowed by the company during the financial year ending 31st March 2005 is within the borrowing limits of the company and that necessary resolutions as per section 293 (1) (d) of the Act have been passed in duly convened general meeting. 25. The Company has made loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one State to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny. 30. The Company has not altered its Articles of Associations during the financial year under scrutiny. 31. There was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. The Company has deposited both employees' and employers' contribution to Provident Fund within the due dates with the appropriate authorities regularly. No Provident Fund has been constituted by the company. For O. P. RATHI & CO. Company Secretaries Place : Guwahati. O. P. RATHI Date : 30th July, 2005. Proprietor C. P. No. 1506 ANNEXURE - A Registers as maintained by the Company 1. Register of Members and Share Ledger U/S 150 2. Register of Directors, Managing Directors U/S 303 3. Register of Directors' Shareholding U/S 307 4. Register of Contracts U/S 301 5. Minutes Books of Board meetings and General meetings U/S 193 6. Books of Accounts U/S 209 7. Register of Investments U/S 372A 8. Register of Charges U/S 143 ANNEXURE-B Forms and Returns as filed by the Company with the Registrar of Companies, Shillong, Assam, Meghalaya etc, during the financial year ending on 31st March, 2005. S.No Form No./ Filed Date of Whether filed A Return under Filing within prescribed Section time Yes/ No. 01. Annual Return U/s 24-02-2005 No Yes Dt.29-09-2004 159 02. Compliance U/s 24-02-2005 No Yes Certificate 383A Dt.28-07-2004 03. Balance Sheet U/s 24-02-2005 No Yes As on 220 A = If delay in filing whethe requisite additional fee paid Yes/No