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R S Corporation Ltd.

BSE: 531700 Sector: IT
NSE: N.A. ISIN Code: INE246G01018
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R S Corporation Ltd. (RSCORP) - Director Report

Company director report

R.S. CORPORATION LIMITED ANNUAL REPORT 2003-2004 DIRECTOR'S REPORT To, The Members, R.S. Corporation Limited. Sagar (M.P.). Your Directors are presenting their 21st Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2004. FINANCIAL RESULTS: Financial Results of the Company for the year under review along with the figures for previous year are as follows: (Amount Rs. in Lacs) Year ended 31st March 2003-04 2002-03 Turnover 154.83 01.62 Profit before interest depreciation & Tax (04.30) 01.44 Less : Depreciation 35.02 20.01 Add : Balance Profit Brought Forward (42.61) (23.99) Balance Available for appropriation (93.85) (42.61) Appropriation Nil Nil Dividend Nil Nil Transfered to General Reserve Nil Nil Surplus carried to Balance Sheet Nil Nil DIVIDEND: In view of no profits during the year under review your directors do not recommend any dividend for this year. BUSINESS PERFORMANCE: During the year under review the Company has done software and trading activity resulting in turnover of Rs.158.07 lacs. Company has started its working this year on new platform. Directors of your Company are seeing the positive results. DIRECTORS: Shri Uttam Chopra, the director retires by rotation and being eligible offered himself for re-appointment. The Board recommends his reappointment. DIRECTORS' RESPONSIBILITY STATEMENT: In compliance to the provisions of section 217(2AA) of the Companies Act, 1956. Your Directors wish to place on record. That in preparing the annual accounts, all applicable accounting standards have been followed. 2. That the accounting policies adopted are consistently followed and the judgments and estimates made 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 financial year and of the profit and loss Account of the Company for the financial year. 3. That the directors have 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 for preventing / detection fraud and other irregularities. 4. That the Annual Accounts have been prepared on a going concern basis. AUDITORS REPORT: The comments of the Auditors at their report and the Notes forming part of the Account, which is self explanatory and further explanations regarding remarks in auditors Report are as under: 1. Non Provisioning of Depreciation of F.Y. 2003-04: Company has not provided depreciation relating to period 2002-03 upto fifty percent due to non working of company during the period. Related assets has not been used for a single day during the related period so it is not justified to provide depreciation for whole the period although depreciation for six month has been provided, which is logical. LISTING FEES: The Annual Listing Fee for the year 2003-04 has been paid to those Stock Exchanges where the Company's shares are listed. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange as, the following form part of this Annual Report: i) Management Discussion and Analysis; ii) Report on the Corporate Governance; iii) Auditor's Certificate regarding compliance of conditions of Corporate Governance. AUDITORS: M/s T C Jain & Co., Chartered Accountants, Auditors of the Company resigned from the office of Auditors and M/s S K Lulla & Co., Chartered Accountants being eligible offers themselves for appointment as the auditors of the Company. The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in accordance with the provisions of section 224(1) of the Companies Act, 1956. The Directors recommend the appointment of M/s S K Lulla & Co. and to fix their remuneration. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 1. Information in respect of Form 'A' is as per Annexure 2. Information in respect of R & D and Technology absorption as required to be given is: as per Annexure. 3. Information in respect of Foreign Exchange Earning & Outgo is NIL. PERSONNEL The relations between the workers and the managements were remained cordial and there was no loss of production on account of the labor problems. DEMAT OF COMPANY'S SCRIPS Company has appointed M/s Ankit Consultancy Private Limited as the Registrar and Share Transfer Agent and also to process dematerialise its shares. Effective steps are being taken by the Company to dematerialise it's Equity Shares. ACKNOWLEDGEMENTS Your Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration extended by Bankers, shareholders and employees and look forward for their continued support. By order of the Board For R.S. CORPORATION LIMITED Chairman Place : Indore Dated : 15.7.2004 Annexure to the Directors Report (Information as per the Companies Disclosure of particular in report of Board of Directors Rules, 1988) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 is given hereunder: A. CONSERVATION OF ENERGY The Company has taken many steps for the Conservation of Energy. Current Previous year year POWER & FUEL CONSUMPTION 1. Electricity (Purchased) Units Total Amount (Rs.) Rate per Unit 2. Furnace Oil Quantity in liters Total Amount (Rs.) Total Rate (Rs.) CONSUMPTION PER UNIT OF PRODUCTION Electricity Units/M Furnace Oil Ltrs./MT B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT (1) Research & Development R & D Expenditure : Nil (2) Technology absorption, adaption and innovation : Nil C. FOREIGN EXCHANGE EARNING AND OUTGO Information in respect of Foreign Exchange Earning & Outgo is : Nil D. Particulars of the employees as required under Section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 are as under : Nil By order of the Board For R.S. CORPORATION LIMITED Chairman Place : Indore Dated : 15.7.2004 MANAGEMENT DISCUSSION AND ANALYSIS OVERALL REVIEW The Company is in the business of steel, re-rolling and Computer software. Company is providing software solutions to its clients and doing trading activity. Company has achieved good turnover during the financial year. With this year company back right on track and going good. So Company is also expecting good for itself. Economy of the country is also taking charge in right direction. We also hope and try for the best in coming year. FINANCIAL REVIEW During the year under analysis company has resulted in loss of Rs.30.72 lacs. It was due to depreciation charged on assets. In spite of losses there is a good sign that Company has started its activity. BUSINESS ANALYSIS AND OUTLOOK Demand in software sector is increasing in our country and abroad, which is beneficial for us and our personnel working hard to take benefit of it. In coming deal with the overall growth in economy and supported by government policies, in order to meet challenge of huge competition, the company has to benchmark its cost and unit to competitiveness with the best companies. RISK AND CONCERNS Technological In nature technology has to change not only in production but also in management, communication and administration. Company is trying to keep pace with current changing technological scenario because with old technology it is not possible to face competition. Company is adopting new techniques where ever required. Financial Financial results sold include high foreign exposure, adverse movements in price of new materials, adverse changes in exchanges rates, insufficient liquidity to meet working capital requirements and bad debts. As a mater of prudence foreign exchange management, all exposure in foreign currency should be bills covered for exchange rate fluctuations. Above precaution in foreign currency transactions. INTERNAL CONTROL SYSTEMS The Company has proper and adequate system of internal control procedure to ensure that all transaction are authorised, recorded and reported correctly. Internal control system is in place to ensure prompt financial reporting optimum utilisation of various resources and quick reporting of deviations. Compliance with law and regulations is also ensured and confirmed and is reported to board in every board meeting. Audit Committee reviewed adequate of internal controls, adequacy of insurance coverage of assets and also interact with statutory auditors to ensure compliance of various observation made during the audit. INDUSTRIAL RELATIONS, HUMAN RESOURCE DEVELOPMENT AND SOCIAL RESPONSIBILITIES Company sees its relationship with its employees relations agenda focuses on ensuring that employees feel valued, on managing change constructively, and on creating as environment and culture within which every employee can maximise his contribution. Company is committed to providing necessary development and training opportunities to equip our people with skills they will need in the future. Our approach integrates development and training with business objectives, job performance and personal development needs. Company arranges for specific work training, safety/emergency handling training and in job training and coaching. CAUTIONARY STATEMENT Statements in the Management Discussions and Analysis describing the Company's objectives, projections, estimates, expectations may be 'Forward Looking Statements' within the meaning of applicable securities law and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operation include economic conditions affecting demand supply and price conditions in the domestic and overseas markets in which the company operates, changes in the Government Regulations, tax laws and other statutes and other incidental factors.