TOP LINE SHOES LIMITED
1. Your Directors have pleasure in presenting the Fourth Annual General
Report together with audited accounts for the year ended 31-3-95.
2. With a view to conserve the finances of the Company the Directors do not
recommend payment of any dividend for the year.
3. The Company's agreement with the Italian designer for footwear is
continuing and it is expected that the Company's products made to such
design will find considerable acceptance in the European market. A selling
agreement has been concluded for sale of the Company's product in Gulf and
a similar arrangement is being negotiated with a European party.
4. In accordance with a Special Resolution passed in the Annual General
Meeting held on 25-10-1994, the Board has decided to issue 3 lac warrants
of face value of Rs.10/- each to the promoters and a sum of Rs.30 lacs has
been received from them. The warrants will be issued in due course.
5. Information as per requirements of the Companies Act, 1956 pertaining to
the details of energy conservation, Technology Absorption and Foreign
Exchange earnings and outgo which follows part of this report is given in a
separate statement annexed hereto in accordance with the provisions of
Section 217 (I) (e) of the Companies Act,1956 read with the Companies
(Disclosure of Particulars in the report of the Directors) Rule, 1988.
6. Information in accordance with the provisions of Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees) Rule
1975, as amended, is not given since the Company did not have any employee
covered by the said Section.
7. Mr. H. M. B. Murthy will retire by rotation and being eligible, offers
himself for re-election.
8. Present Auditors Vinod Amin & Co. hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
Certificate from the Auditors has been received to the effect that the re-
appointment, if made, will be within the prescribed limits under Sec.
224(1) of the Companies Act.
INFORMATION AS REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT 1956
READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
DIRECTORS) RULES 1988.
I. CONSERVATION OF ENERGY:
(a) Energy Conservation measures taken:
(1) Footwear manufacturing is traditionally a low energy consuming
(2) Machine use has been made intermittent.
(b) Additional investments and proposals, if any, being implemented for
reduction of energy.
(c) Impact of the measure at (a) and (b) for reduction of energy
consumption and consequent impact on the cost of production of goods.
(d) Total Energy consumption per unit of production as per prescribed form-
II. TECHNOLOGY ABSORPTION:
Efforts made in Technology Absorption as per Form B.
(1) Research & Development (R&D)
(a) Specific areas in which R&D - Shoe Designing
carried out by the Company
b) Benefit derived as a result of - Shoe sales dependent on designs
of above R&D
(c) Future Plan of action - Extend & Improve design capabilities
(d) Expenditure on R&D:
(1) Capital - NIL
(2) Recurring - NIL
(3) Total - NIL
(4) Total R&D Expenditure as a
Percentage of total turnover - NIL
(2) Technology absorption, adoption and innovation:
(a) Efforts, in brief made towards technology absorption, adoption and
innovation - N.A.
(b) Benefit derived as a result of the above efforts e.g. product
improvement, cost reduction - N.A.
(c) In case of imported technology, imported during the last 5 year
reckoned from the beginning of the financial year, following information
may be furnished:
(1) Technology imported - N.A.
(2) Year of import - N.A.
(3) Has Technology been fully absorbed - N.A.
(4) If not fully absorbed, areas where this - N.A.
has not taken place, reasons thereof and
future plan of action
FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to exports initiative taken to increase exports,
development of new export markets for products and services and export
The Company is a 100% E.O.U. The Company has made arrangements to sell its
entire production to Germany, Italy and Middle East. Adequate arrangements
are made to market the expected increased production during the next year.
(b) Total foreign exchange used - Rs. 7,11,000
(c) Total foreign exchange earned - Rs. 87,90,000
ADDITIONAL NOTES IN THE DIRECTORS REPORT
During the current year the State Government has been kind enough to
sanction a composite scheme of Sales Tax of Rs. 1 Crore.
On behalf of the Board
Dated: 28th August, 1995.