1996 J.K. LEATHERITE LIMITED DIRECTORS REPORT Your Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Accounts of the Company for the year ended March 31, 1996. Operations The Company's Sales and Net Loss had been Rs. 2737.54 lacs and Rs. 42.40 lacs as compared to Rs. 3707.27 lacs and Profit of Rs. 108.93 lacs respectively during previous year. The Company has attributed the dip in sales and profitability to sluggish market of the Company's products, increased depreciation, Unprecedented increase in the prices of principal raw materials like PVC Resin and Plasticizers, especially in the second half of the financial year and stringent condition in the money market through out the year resulting in higher interest burden. Directors During the year under report, The Himachal Industrial Development Corporation Limited, Shimla has withdrawn their nominee Director Mr. P.I. Suvrathan. Your Directors place on record their appreciation for the valuable services rendered by him during his tenure on the Board. In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Bhupinder Vala retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Disclosure of Particulars Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in Annexure 'A' to this report. Auditors M/S. R.P. Gupta & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for reappointment as Auditors. The Company has obtained requisite certificate from them for their eligibility for re-appointment. Observations of Auditors The observations of Auditors are dealt with by the Notes to Accounts which are self explanatory and therefore, do not call for any further comments. Fixed Deposits The Company has not invited/accepted any fixed deposit in terms of Section 58-A of the Companies Act, 1956. Particulars of Employees None of the employees of the Company is getting remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Acknowledgement Your Directors take this opportunity to offer their sincere thanks to Financial Institutions, Bankers, Share Holders and Customers for their continued and valued co-operation and support to the Company. Your Directors also wish to place on record their deep appreciation for sincere and dedicated services rendered by the employees at all levels. ANNEXURE - A INFORMATION AS PER SECTION 217 (1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED MARCH 31, 1996. I. CONSERVATION OF ENERGY a) Energy conservation measures taken : The Company has an ongoing study to identify and implement the energy saving systems. Various energy saving devices have been installed to achieve reduction in energy inputs. b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy : The Company has installed energy saving devices such as capacitors, economisers, insulations improvement etc. c) Impact of measures taken at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : As a result of implemented of energy saving schemes as mentioned in (a) and (b) above, the Company has been able to save on fuel consumption to a great extent. d) Total energy consumption and energy consumption per unit of production as per Form A of the the Annexure in respect of Industries specified in the Schedule thereto : Not applicable. II. TECHNOLOGY ABSORPTION : Efforts made in Technology Absorption as per Form B of the Annexure to the Results. 1. Research and Development (R & D) a) Specific area in which R & D carried out by the Company : Research and Development has continuously been carried out for improvement in quality of existing products, development of new and improved products, processes for better productivity. b) Benefits derived as a result of above R & D : As a result of R & D the quality of products has improved. c) Future place of action : Development of new and improved products for better productivity, efficiency in production and reduction in cost are planned. d) Expenditure on R & D : Nil 2. Technology absorption, adaptation and innovation : Nil III. FOREIGN EXCHANGE EARNINGS AND OUTGO : a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products : During the year under report, the Company exported goods worth Rs. 172.84 lacs as against Rs. 138.17 lacs during previous year. The Company is taking effective steps to boost its export turnover. b) Total Foreign Exchange used and earned : The information on earnings and outgo of foreign exchange is given in Notes to Accounts appearing in Schedule 15 of the Accounts. For and on behalf of Board of Directors S.C. AGGARWAL CHAIRMAN - CUM - MANAGING DIRECTOR Place : BADDI, Dated : 26th June, 1996.