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Indo French Biotech Enterprises Ltd.

BSE: 519538 Sector: Agri and agri inputs
NSE: INDOFREBIO ISIN Code: INE867B01012
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Indo French Biotech Enterprises Ltd. (INDOFREBIO) - Director Report

Company director report

INDO-FRENCH BIO-TECH ENTERPRISES LIMITED ANNUAL REPORT 2000-2001 DIRECTORS' REPORT To The Members Your Directors present before you the Ninth Annual Report together with the Audited Statement of Accounts of the business and operation of the Company for the year ended 31st March, 2001. DIVIDEND: In view of the loss during the year Directors expressed their inability to declare any Dividend for the year under review. OPERATIONS: During the year ended 31st March, 2001 the Company achieved turnover of Rs.4,44,621/- as compared to Rs.9,45,496/- in the previous accounting period ended 31st March, 2001. The figures are not comparable as the previous period was reduced to nine months. During the year the business was not good upto the level of expectation, because of the industrial recession. The management has concentrated to control the expenditure. APPLICATION TO BIFR UNDER SICA, 1985: The company had filed a reference in October, 1999 before The Board of Industrial & Finance Reconstruction (BIFR), at New Delhi and the same was registered by BIFR. But at the time of final hearing the said application of the company was dismissed by BIFR. The company, therefore, had filed an appeal with the Appellate Authority against order of BIFR. But the same was again dismised by the Appellant authority, since our company does not come definision of "Industrial Company" as defined in Section 3(1)(e) of SICA. DIRECTORS: Pursuant to provisions of The Companies Act, 1956 and Articles of Association of the company Mr. Prafullakumar R. Ranadive, Director of the company retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. Mr. Prafullakumar R. Ranadive, Whole Time Director whoes tenure is of appointment will expires on 2nd December, 2001 and is willing to continue for the period of one year and will be re-appointed as Whole Time Director of the company w.e.f. 3rd December, 2001. During the year company has appointed Mr. K. Sushil Vettath and Mr. R. V. Naik as an additional directors of the company, whoes tenure of directorship expires at the ensuing annual general meeting. The company has received separate valid written notices under section 257 of The Companies Act, 1956 for both of them for the appointment as directors of the company, from the members. AUDITORS & THEIR REPORT: The company's statutory auditors M/s. Rao Srinivasan & Associates, Chartered Accountants, Mumbai retires at the ensuing annual general meeting and are eligible for re-appointment. The company has received a letter from them intimating that if they are re-appointed then that will be within the limit as prescribed under section 224 (1B) of The Companies Act, 1956. The members are requested to appoint the auditors for the current year and fix their remuneration. The observation made by the auditors in their report is self explanatory. The non provision of interest due to intercorporate deposit and project grapes and other is due to pending settlement of the same. The management is determined to revive the company and the board is making all the efforts towards achieving the same. Your company solicit all the shareholders co-operation and supports in this matter. DEPOSITORY SYSTEM FOR SHARES: Your company has already into an agreement with National Securities Depositories Limited (NSDL) and Central Depositories Services (India) LImited (CDSL) for dematerialiasation of the shares in accordance with the provisions of Depositories Act, 1996. As per circular issued by the Securities & Exchange Board of India (SEBI), settlement of the securities of the company is in the compulsory DEMAT mode for all the investors. Accordingly, the securities of the company can be held in electronic form with any depository participants ("DP") with whom the members/investors have their depository accounts. The securities of the company have already been activated for dematerialisation on NSDL & CDSL. The company has already started the transfer-cum-demat option facility. PUBLIC DEPOSIT: During the year company has not accepted any deposit within the meaning of section 58A of The Companies Act, 1956, read together within the companies (Acceptance of Deposit) Rules 1975. PARTICULARS OF EMPLOYEES: There are no employees employed during the year or part of the year drawing the remuneration as prescribed under particular of employees within the meaning section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars Employees) Rule, 1975. Hence the details are not provided. DIRECTORS RESPONSIBILITIES STATEMENT Pursuant to the requirement under section 217 (2AA) of The Companies Act, 1956 with respect to the Directors Responsibilities Statement it is hereby confirm: (i) that in the preparation of the annual accounts for the financial year ended 31st March, 2001, the applicable accounting standard has been followed along with proper explanations relating to material departures. (ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 Profit and Loss of the company for the year under review. (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safe guarding the assets of the Company and for preventing the detecting frauds and other irregularities. (iv) That the directors had prepared the accounts for the financial year ended 31st March, 2001 on a 'Going concern' basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO: Information in accordance with the provisions Section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology, absorption and foreign exchange earning and outgo is given in the Annexure forming parts of this report. AUDIT COMMITTEE: The Board of Directors of the company has constituted the Audit Committee. The Audit committee comprises of mr. K. Sushil Vettath Chairman of the committee with Mr. Kishore Deshmukh and Mr. R. V. Naik as members of the committee. MR. K. SUSHIL VETTATH a graduate with diploma in software, with nearly 10 years experience in profit/cost centres of various well known Corporates and an award winner of "Quality Auditor" from registrars of KPMS. Has in- depth knowledge of US-GAAP and also worked as a Management Representative for availing ISO 9002 certificate for the Investors' Service Centre of a well known corporate. The tasks involved were Documentation of Systems & Procedures, Conducting Management Review meeting & Internal Quality Audit, and Maintaining ISO 9002 systems and procedures. Mr. R.V. Naik is a B.Com Graduate and having 15 year of vast experience in the field of corporate laws, public/rights issues, Shares and related activities. At present he is providing Management Consultancy Services to various corporates. CORPORATE GOVERNANCE: The recent amendments to the listing agreements with stock exchanges required the companies compliance of corporate governance norms with effect from the year ended 31st March, 2002. Your company has adopted a comprehensive corporate governance policy with a view to ensuring transparency, full disclosures of facts, fairness and accountability and frame work of ethical business conducts. PERSONNEL: The employee relation during the year under review remains cordial. We would like to acknowledge our appreciation for the efforts and contribution made by our sincere and motivated employees at all levels, which has unable your company to meet the severe challenges faced by the industry. ACKNOWLEDGEMENTS: Your director taken this opportunities to place on record their appreciation of the valuable support and co-operation received from the dealers, business associates as well as bankers of the company and investing institutions, depositors and shareholder of the company. For and On behalf of the Board For Indo French Bio-Tech Enterprises Ltd. PLACE: MUMBAI MAJ. K.J. BODIWALA DATED: 30-10-2001 CHAIRMAN ANNEXURE TO THE DIRECTOR'S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. A. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION: N.A. B. FOREIGN EXCHANGE EARNINGS AND OUTGO: 1. Total Foreign Exchange used and earned. : (AMOUNT IN RUPEE'S) Foreign Exchange earned. NIL NIL Foreign Exchange Used. NIL NIL For and on behalf of the Board of Director, For Indo French Bio-Tech Enterprises Ltd. Place: Mumbai Maj. K.J. Bodiwala Date : 30.10.2001 Chairman