AUTO TENSION LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT Your Directors are pleased to present the 20th Annual Report together with the audited statement of accounts for the period ended 31st March,2005. 1. FINANCIAL RESULTS Rupees in Lakhs 2004-2005 2003-2004 Sales and Other Income 3.60 3.60 Profit/(Loss) Before Interest & Depreciation (8.65) (6.22) - Interest 1939.20 1565.50 - Depreciation 59.44 59.44 - Profit for the year (2007.29) (1631.16) 2. OPERATIONS AND CORPORATE GOVERNANCE The Company became Sick under the provisions of Section 3 (1)(o) of the Sick Companies (Special Provisions) Act,1985 as the accumulated losses exceeded the networth of the company as on 30.09.1998. Accordingly the case was registered with BIFR., where the proceedings have been concluded but against the final order passed by the B.I.F.R. the company has filed an appeal before the A.A.I.F.R which is still pending. After July 2001 there have neither been any production nor substantial sale and due to paucity of resources the compliance of conditions of corporate governance as stipulated in Clause 49 of the listing agreement with Stock Exchanges in India could not be compiled with. Therefore the auditors certificate in this respect could not be sought. 3. FINANCE In an earlier year an arrangement was entered into with the financial institutions for repayment of their dues but due to continuous losses in the factory the company could not repay. The financial institutions have filed case for recovery of loan & interest etc. thereon in the Debt Recovery Tribunal Delhi. But the Company being sick and registered under Sick Industrial Companies Act in B.I.F.R. under Section 15(1) of Sick Industrial Act (Special Provisions) Act, the proceedings are subject to conclusion of matter pending before AAIFR. 4. PERSONNEL As required under Section 217 (2A) of the Company's Act, 1956 the particulars are stated in the annexure and forms part of the report. 5. DIRECTORS Shri S.K. Arora and Shri Ashok Mahajan Director of the Company retire by rotation and being eligible offer themselves for re-appointment. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO A statement giving details in accordance with the Companies (Disclosure of Particulars in the Reports of Directors) Rules 1988 is annexed and forms part of the Report. 7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT,1956. i) Applicable accounting standards have been followed in preparing the annual accounts and materials departure, if any have been properly examined. ii) The Directors have selected and applied accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent in respect of the industry so as to give a true and fair view of the state of affairs of the Company and Profit and Loss Account as at the date of Balance Sheet. iii) The Directors have taken proper and sufficient care for; a. Maintenance of adequate accounting records in accordance with the Companies Act 1956. b. Safeguarding the assets of the Company and c. Preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. 8. AUDITORS M/s Basant Ram & Sons Chartered Accountants retire at the forthcoming Annual General Meeting and are eligible for re-appointment. 9. AUDITORS' REPORT As regards comments of the Auditors these when read with the note, of the accounts are self-explanatory. Place : Delhi Sd/- Dated : 02-09-2005 RUP CHAND S.K. ARORA ASHOK MAHAJAN IBNE HASAN (Directors) ANNEXURE TO THE DIRECTORS' REPORT Information as per section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board Directors). Rules 1988 and forming part of the Director's Report for the period ended 31st March, 2005. CONSERVATION OF ENERGY Measure taken - 1. Regrouping of control switch for lighting. 2. Proper maintenance programme to optimise power consumption by frequent checks of machines & electrical appliances. 3. Control over consumption H.S.D. to optimise its use and achieve maximum results. FORM - A Disclosure of particulars with respect to the consumption of energy a) Power & Fuel consumption Year ended 31-03-2005 1. Electricity A i) Purchased Units (in lacs) - ii) Total amount (Rupees in lacs) - iii) Rate Unit (Rs) - B Own Generation i) Through Diesel Generator (Units in lacs) - ii) Through Steam Turbine / Generator - 2. Coal - 3. Furnace Oil - 4. Others - b) Consumption per unit of production (MT) iii) Electricity (in Units) - iv) Furnance Oil (KL) - v) LDO (KL) - TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION - Technological advancement for manufacturing Helical springs by in house research and development efforts and improvement of product reliability. - Better results through high quality control resulting in increasing self reliance & product consistence. - Modification in tools & equipments for quality improvement & substitution of imported spares. - Design improvement to meet local needs. FOREIGN EXCHANGE EARNINGS AND OUTGO - Details of foreign exchange earnings & outgo are given in Schedule 12 in Note No.21,22,23 and 24 of the enclosed accounts. PARTICULARS OF EMPLOYEE AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 1. Particulars of employees who were in the employment of the company in receipt of remuneration not less than Rs. 2,00,000/- per month if employed for a part of the year. -NIL- 2. Particulars of employees who were in the employment of the company in receipt of remuneration not less Rs. 24,00,000/- per annum if employed throughout the year. -NIL-