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India Radiators Ltd.

BSE: 505100 Sector: Auto
NSE: N.A. ISIN Code: N.A.
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India Radiators Ltd. (INDIARADIATORS) - Director Report

Company director report

INDIA RADIATORS LIMITED ANNUAL REPORT 2007-2008 DIRECTOR'S REPORT REPORT REPORT OF THE DIRECTORS TO THE SHAREHOLDERS ON THE ACCOUNTS FOR THE PERIOD ENDED 30TH SEPTEMBER, 2008: Your Directors have pleasure in submitting their report together with the Audited Accounts for the year ended 30th September, 2008. The Company incurred a loss of Rs. 18.39 lacs for the year under report as shown below. Rs. Net: Loss before depreciation and provision for taxation 42,672 Add: Depreciation for the year 17,96,194 Net Loss before provision for taxation earned over to Balance sheet 18,38,866 The cumulative loss as at 30.9.2008 was Rs. 15.56 crores The present status of the Company is brought out in the notes to Accounts. DIVIDEND: 'No dividend is being recommended for the year ended 30.9.2008. DIRECTORS: The following Directors retire at this Annual General Meeting and being eligible offer themselves for re-appointment. 1. Mr. T. Venugopal 2. Mr. K. Nadanasundaram AUDITORS: The Company's Auditors M/s. P.B. Vijayaraghavan & Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting and being eligible, offers themselves for re-appointment. As regards the Auditors qualifications in their report, the explanations given in the notes on Accounts arc self-explanatory. PUBLIC DEPOSIT: The directors hereby report that the company has not accepted any deposit from the public during the year under review. PARTICULARS OF EMPLOYEES: No employees were covered under the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies Particulars of Employees Rule,1975. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE: As the operations of the Company are at low level, and the power consumption was at minimum level, there is no scope for further improvement in this area. DIRECTORS' RESPONSIBILITY STATEMENT: As per the Companies (Amendment) Act, 2000 your Directors have to give their responsibility statement which is as follows: 1. That in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures. 2. That the Directors had selected such accounting polices and applied them consistently and made judgments' and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits or loss of the Company for that period. 3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. That the Directors had prepared the annual accounts on a going concern basis. ANNEXURE TO DIRECTOR'S REPORT: Reply to Qualification in Auditor's Report dated 31 12.2008 Para 3 (d) (i) After take over and sale of raw materials and stock at Pozhal by State Bank of India, under the orders of the Debt Recovery Tribunal left over inventory is negligible or nil. Para 3 (d) (ii) As in previous years the management proposed to compute and pay the retirement benefits to employees as and when they arise. Para 3 (d) (iii) As explained in the Annual report for the year ending September 2005 under Schedule 18 notes of accounts. Para 3 (d) (9) (v) & (v) The Company is a Sick Industrial Company, we have been required to submit to Board for Industrial and Financial Reconstructions through Operating Agency (IDBI) a fully tied up revival scheme after reacheing OTS of outstanding dues to Banks and Institution. We expect to get substantial relief in regard to outstanding. For this reason your Directors' feel that accounts need not be loaded with interest charges which have already been treated as NPA by Banks and Financial Institutions Para 3 (d) (vi) Necessary action will be Taken in this regard. CORPORATE GOVERNANCE: A separate report on Corporate Governance together with Auditor's certificate regarding compliance of conditions of Corporate Governance forms part of the annual report. For and on behalf of the Board Place: Chennai K. Nadanasundaram } Directors Dated: 31.12.2008 G. Raja } SECRETARIAL COMPLIANCE CERTIFICATE: (Issued in pursuance of sub rule (I) of Rule 3 of Companies (Compliance Certificate) Rules 2001 and in accordance to the proviso to sub-section (1) of Section 383A of the Companies Act, 1956. NAME OF THE COMPANY INDIA RADIATORS LIMITED REGISTRATION NUMBER 18-963 AUTHORISED SHARE CAPITAL Rs. 2,00,00,000 PAID UP CAPITAL Rs. 90,00,000 To The Members M/s. India Radiators Limited 36-40, Armenian Street, Chennai-600 001. I have examined the registers, records, books and papers of M/S. INDIA RADIATORS LIMITED, as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 30th September, 2008. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained the registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded. however Register of Members & Register of Transfer have not updated. 2. The Company has filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, and Central Government. Company Law Board or other authorities under the Act and the rules made thereunder. 3. The Board of Directors of the Company duly met 4 (four) times on the dates referred to in Annexure 'C' to this certificate, in 'respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 4. The Company being a public limited Company has the minimum prescribed paid up share capital and comments regarding maximum number of members during the said financial year invitation to public acceptance of deposit are not required. 5. The Company has not closed its Register of Members during the financial year. 6. The Annual General Meeting of the company has the financial year ended on 30th September 2007 were held on 28th March, 2008 after giving due notice to the members of the Company and the resolutions passed there at were duly recorded in the Minutes Book maintained for the purpose. 7. No Extra ordinary General Meeting was held during the financial year. 8. The Company has not violated the provisions of section 295 of the Companies Act, 1956. 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 of 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: (i) Has no allotment/but the Company has not complied with the provisions and procedures prescribed under Sec 108 of the Act in case of transfer /transmission of securities during the financial year. (ii) Has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. (iii) Was not required to post warrants to any member of the Company as no dividend was declared during the financial year. (iv) Has not transferred the amount of dividend remaining unpaid and unclaimed for seven years from the date they become due for payment to the Investors Education and Protection fund, established by the Central Government pursuant to Sec 205C and has not furnished any statement as prescribed under Sec 205A (6) of the Act. The Company has not issued any debentures are has not accepted deposits, and therefore the question of transfer of application money due for refund. matured deposits. matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection fund doe s not arise. (v) Has complied with the provisions of Section: 17 of the Companies Act, 1956. 14. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternate directors and directors to fill causal vacancy during the financial year. 15. The Company has of appointed any Managing Director Whole-time director Manager during the financial year. 16. The Company has of appointed any sole selling agents during the financial year. 17. The Company has been declared as a Sick Company and the Board of Industrial and Financial Reconstruction (BIFR) has recommended to the Madras High court that the company be wound up. The Company has appealed to the Appellate Authority against the BIFR Order, which has remanded the case to BIFR where it is pending now. 18. The Directors have disclosed their interest in other firms / Companies to the Board of directors pursuant to the provision of the Act and the rules made thereunder during the financial year. 19. The Company has not issued any equity shares 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 / debenture; and hence the question of redemption of preference shares/ debentures does not arise during the financial year under review. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bones shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits falling within the purview of Section 58A during the financial year. 24. The amounts borrowed by the Company are within the borrowing limits of the Company as per Section 293 (1)(d) of the Companies Act, 1956. 25. The Company has not made loans or advances or given any guarantees or provided securities to other bodies corporate and consequently no entries have been made 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 financial year. 27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the financial year. 28. The Company teas 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 financial year. 30. The Company has not altered its Articles of Association during the financial year. 31. There were no prosecutions 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 ended 30th September 2008, 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 not deposited Provident Fund, Employees Pension Fund and Employees State Insurance dues within due dates to the prescribed authorities in pursuance to the provisions of Section 418 of the Companies Act, 1956. Place: Chennai Sd/- Date : 31.12.2008 Name of the Company Secretary T. Balasubramanian C.P. No.: 3402 'Annexure A' SECRETARIAL COMPLIANCE CERTIFICATE: Annexure to Point No. 1 of Secretarial Compliance Certificate of M/s. India Radiators Limited: Registers maintained by the Company: Section Number Name of the Register 1. 193 Minutes of all meetings of Board of Directors 2. 193 (1) Minutes of General Meetings 3. 303 Register of Directors 4. 307 Register of Directors' Shareholding 5. 301 Register of Contracts in which directors are interested 6. 143 Register of Charges 'Annexure B' SECRETARIAL COMPLIANCE CERTIFICATE: Annexure to Point No. 2 of Secretarial Compliance Certificate of M/s. India Radiators Limited: Returns/ Documents / Forms / filed with the Register of Companies. Regional Director, Central Government or other authorities during the financial year ended 30th September, 2008. Form Rele- Description Date of A B No. vant filing sect- ion 1. Annual Return 159 Annual Return in respect of the AGM held on 30.3.2007 Not Filled No No 2. Balance Sheet 220 For the Year ended 30.9.2007 21-5-2008 No Yes 3. Compliance Certificate 383A For the Year ended 30.9.2007 21-5-2008 No Yes A = Whether filed within prescribed time Yes/No B = If delay in filing whether requisite additional fee paid Yes/No REGIONAL DIRECTOR - NIL CENTRAL GOVERNMENT - NIL 'Annexure C' SECRETARIAL COMPLIANCE CERTIFICATE: Annexure to Point No.3 of Secretarial Compliance Certificate of M/s. India Radiators Limited. The Following Board Meetings were held during the financial year ended 30th September 2004. 1st Quarter (October-December) 2nd Quarter (Jan-March) 9-10-2007 31-1-2008 3rd Quarter (April-June) 4th Quarter (July-September) 30-4-2008 31-7-2008 Place: Chennai Sd/- Date : 31.12.2008 Name of the Company Secretary T. Balasubramanian CP. No. : 3402