HIMATSINGKA MOTOR WORKS LIMITED
ANNUAL REPORT 2004-2005
Ladies & Gentlemen,
Your Directors have pleasure in presenting the 53rd Annual Report together
with the Audited Accounts for the year ended 31st March, 2005.
The Financial Results of the Company's working for the year ended 31st
March, 2005 are tabulated as under:
Year ended Year ended
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
Your Board of Directors are actively investigating investment opportunities
in new lines of business that are consistent with the inherent strength of
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.
Shri Harish Kumar Himatsingka retires by rotation and being eligible the
Directors recommend his reappointment.
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.
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.
M/s. N. R. & Associates, Chartered Accountants, retire and are eligible for
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.
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.
The Company has disclosed the relevant facts in the notes on accounts given
in Schedule-16 and the same are self-explanatory.
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.
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
Place : Guwahati RAJESH KUMAR HIMATSINGKA
Dated the 30th July, 2005. Director
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
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
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
13. The Company has:
i) not allotted/transferred/transmitted any securities during the financial
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
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
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
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
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.
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
Forms and Returns as filed by the Company with the Registrar of Companies,
Shillong, Assam, Meghalaya etc, during the financial year ending on 31st
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
02. Compliance U/s 24-02-2005 No Yes
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