RADHIKA SPINNING MILLS LIMITED ANNUAL REPORT 2001-2002 DIRECTORS' REPORT To The Members, Your Directors have great pleasure in presenting the 9th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2002. PERFORMANCE The Company incurs losses during the current year due to recession in Textile Industry. The sales for the current year have decreased by 1% over the previous year. The Company incurred losses due to high raw material cost and heavy burden of interest and depreciation charge over the previous year. DIVIDEND Keeping in view the heavy losses for the year under review, your Directors are unable to recommend any dividend on the Equity Shares of the Company. DEPOSITS As on 31st March, 2002, no deposits have been claimed and paid or renewed. Also no claim was pending as on that date. DIRECTORS During the year, Smt. Savita Gupta (IDBI Nominee) and Capt. Mukesh Gombar, resigned from the Board and Mr. Manoj Kumar Aggarwal was appointed as Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 and Article 80 of the Articles of Association of the Company until the next Annual General Meeting of the Company. Shri Ashok Kumar Aggarwal and Shri A. K. Batra, Directors are due for retirement by rotation in this Annual General Meeting and being eligible have offered themselves for re-appointment. Your Directors recommend their appointment. DIRECTORS' RESPONSIBILITY Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2001, the Directors confirm that a) That in the preparation of the annual accounts the applicable accounting standards have been followed; b) That the Directors have 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 the year under review; c) That the Director's have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; d) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2002 on a "going concern" basis. AUDITORS M/s Prakash Agarwal & Co., Auditors of your Company are liable for retirement at this Annual General Meeting and being eligible have offered themselves for re-appointment. STATUTORY STATEMENTS The statement pursuant to Section 217 (1) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable as the Company does not have any employee drawing remuneration exceeding the sum prescribed therein. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, OUTGO As required under 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, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as Annexure - A and forms part of this report. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement, a report on corporate governance is given in Annexure 'B'. ACKNOWLEDGEMENT Your Directors place on record due appreciation of the trust reposed in your Company by the Financial Institutions, Banks, Stock Exchanges and other Government agencies, suppliers, customers, investors and depositors. Your Directors also place on record their sense of appreciation of the valuable contribution made by the staff of the Company. On behalf of the Board Place : New Delhi D.K. Aggarwal Dated : 14th August, 2002 Chairman ANNEXURE `A' TO DIRECTORS' REPORT Note on Energy Conservation Owing to to short and erratic power supply in the State of Haryana, the electricity for running the mills is being generated through Diesel Generating Sets. 100% of the total power consumption is met with own generation through D.G. Sets. To save the fuel, FLF, EMDFA 200 Diesel additives are used in Kirloskar Cummins D. G. Sets. B. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION The R & D Department in the Mills got developed several spare parts for the imported machines and as on date approximately 80% spare parts are being produced locally. A few modifications in the Blow Room have resulted in increase of good quality product. C. PARTICULARS OF FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in Lacs) Current Previous Year Year Total Foreign Exchange Earning - - Total Foreign Exchange Outgo - - On behalf of the Board Place : New Delhi Dinesh Kumar Aggarwal Dated : 14th August, 2002 Managing Director