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Sangam Aluminium Ltd.

BSE: 513297 Sector: Metals & Mining
NSE: N.A. ISIN Code: N.A.
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Sangam Aluminium Ltd. (SANGAMALUMINIUM) - Director Report

Company director report

SANGAM ALUMINIUM LIMITED ANNUAL REPORT 2000-2001 DIRECTOR'S REPORT To the Members, Your Directors present their Thirteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March,2001. DIVIDEND In view of the losses incurred by the Company, your Directors regret their inability to recommend any dividend for the year. OPERATIONS During the year under review, your Company could not resume its operations. The suspension of work declared by the management on 15th February,1999 is continuing till the date of this report. The operations could not resume as a rehabilitation scheme, acceptable to Financial Institutions and Banks has not yet been formulated. There was a nominal sale of Rs.0.77 lacs of extrusion scrap lying at the factory at the beginning of the year. PROCEEDINGS AT BIFR The proposal for rehabilitation of the Company, submitted by the private promoters of the Company on 13th January 2000 in response to the advertisement issued as per the directions of the Board of Industrial & Financial Reconstruction (BIFR) was not accepted by the Financial Institutions and Banks. Subsequently at a hearing held on 31st August, 2000, BIFR had issued directives for issue of Show cause notice for winding up of the Company. BIFR also directed that if the Company submits a worthwhile rehabilitation package, the Board would be willing to consider the same at a further hearing and defer the show cause notice for sometime. Accordingly the Company submitted a revised rehabilitation scheme. The said notice came up for hearing before BIFR on 27.11.2000, where based on the Company's request for consideration of its revival proposal,BIFR directed IFCI, the Operating Agency (OA) to examine the proposal and convene a joint meeting of participating Financial Institutions/ Banks to consider the same. In the mean time, the show cause notice for winding up of the Company was kept in abeyance. As per the directive of BIFR the Company's aforesaid revival proposal was examined and discussed at the joint meeting of participating Financial Institutions and Banks held on 9th February,2001.The Banks have sought some time to convey their stand on the Company's offer. The Company is awaiting the decision of the Banks on the above proposal. FINANCE The promoters of the company have further raised a sum of Rs.73.50 lacs by way of Equity Share Application Money/Unsecured Loan during the year. The amount so raised has been utilised to make payment of staff salaries and other fixed expenses and to repay some of the pressing creditors. The financial position of your Company continues to stay grim, due to the continuing huge losses on account of fixed expenses. DIRECTORS Shri H.K.Sinha,Chairman & Director tendered his resignation on 29th December,2000 which was accepted by the Board on 29th December, 2000.The Board places on record its sincere appreciation for the valuable guidance provided by Shri H. K. Sinha during his tenure as Chairman & Director of the Company. Sri T. Willington, director was appointed as Chairman & Director of the Company by the Board on 29th December, 2000. Shri B. Elangovan was appointed as an Additional Director of the Company on 29th December, 2000. He tendered his resignation on 21st May, 2001 which was accepted by the Board on 27th June, 2001. The Board places on record its sincere appreciation for the valuable guidance provided by Shri B. Elangovan during his tenure as Director of the Company. Shri S Sellaratnam and Shri V Jhunjhunwala, Directors retire by rotation and being eligible, offer themselves for re-appointment. AUDITORS M/s. S. Janardhan & Associates,Auditors of the Company,will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Members are requested to appoint Auditors and authorise the Board to fix their remuneration. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956 The Directors hereby confirm: i. that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures; 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 at the end of the financial year and of the profit or 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors had prepared the annual accounts on a going concern basis. AUDIT COMMITTEE In line with the requirements of the Corporate Governance relating to Listing Agreement and Section 292A of the Companies Act,1956 the Board has constituted an Audit Committee comprising the following non-executive with majority of Independent member Directors: Sri S Sellaratnam - Chairman Sri S Susai Sri S Krishnamurthy The role, terms of reference and the authority and powers of the Audit Committee are in conformity with the requirements of the said Act and the Listing Agreement. PUBLIC DEPOSITS The Company did not invite or accept any deposit from the public under Section 58A of the Companies Act,1956. AUDITORS' REPORT As regards observation made by the Auditors in Para 1 of their Report,the Directors consider that para 1 (g) of the Notes to the Accounts explains the status on the matter,and as regards the observations made in para 2(a) and (b),the Directors consider the relevant Notes as self-explanatory and do not call for any further clarifications or comments under Section 217(3) of the Companies Act, 1956. ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE Additional information on conservation of energy,technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are annexed hereto and form part of this Report. PARTICULARS OF EMPLOYEES The company had no employee of the category indicated under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975,as amended from time to time. ACKNOWLEDGMENT The management is grateful to The IFCI Ltd.,The Industrial Development Bank of India,The ICICI Ltd.,The Tamilnadu Industrial Development Corporation Ltd.,The State Industries Promotion Corporation of India, Canara Bank and Indian Bank for their continued co-operation. We are also thankful the Government of India,Government of Tamilnadu and other Central & State Government Departments and Local Authorities for their guidance and co- operation. For and on behalf of the Board of Directors Place: Chennai T. Willington Dated: 27th day of June, 2001 Chairman ANNEXURE TO THE DIRECTORS' REPORT DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988 A. CONSERVATION OF ENERGY I. Energy Conservation measures taken: As the factory was under suspension of work, no energy was consumed and no conservation measures could take place during the year. II. Additional investment and proposals, if any, being implemented for reduction of consumption of energy: - Nil - III. Impact of measures taken at (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of Goods: Not applicable. Refer to point (i) above iv. Total energy consumption and consumption per unit of production: Not applicable. Refer to point (i) above B. TECHNOLOGY ABSORPTION a. Research & Development (R & D) i. Specific areas in which R & D was : The Company is yet to carried out by the Company commence R & D activities. ii. Benefits derived as a result of the : Not Applicable above R & D iii.Future plans of action : Future planning will be done the Company's factory after restarts operations. iv. Expenditure of R & D : Nil b. Technology Absorption, Adoption and Innovation: As the factory was under suspension of work during the year under review, no technology could be absorbed. C. FOREIGN EXCHANGE EARNINGS AND OUTGO a. Activity relating to Export Not applicable, as the Company's factory was not b. Initiative taken to increase Exports operating. c .Development of new Export Market for product and services d . Export Plans For and on behalf of the Board of Directors Place : Chennai T.Willington Dated : 27th day June,2001 Chairman