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XLO-Machine Tools Ltd.

BSE: 522007 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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XLO-Machine Tools Ltd. (XLOMACHINETOOL) - Director Report

Company director report

Directors Report

The Members of

XLO MACHINE TOOLS LIMITED.

Your Directors have the pleasure in presenting their Annual Report for the year ended31stMarch2014. .

PERFORMANCE:

Your Company's income from operations was Rs.153.06 Lacs and other income amounted toRs.27.15 Lacs and the expenditure was Rs. 184.84 Lacs. The depreciation was Rs.10.35 Lacsand the Company incurred a loss of Rs.14.98 Lacs. The Company's performance during theyear was better as compared to the last year due to increase in orders for new machines aswell as reconditioning and repairs of old machines. .

DIVIDEND:

The Directors do not recommend any dividend in view of the accumulated losses.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms as under:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed alongwith proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year.

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularitiesand;

d) that the Directors have prepared the annual accounts on going concern basis.

EMPLOYEE RELATIONS:

The relations with the employees continued to be harmonious. None of the employees ofthe Company is drawing remuneration equal to or more than the limits prescribed insub-section (2A) of Section 217 of the Companies Act 1956 read with the Company's(Particulars of Employees) Rules 1975.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of section 58Aof theCompanies Act 1956 and the rules framed thereunder.

INCREASE OF CAPITAL:

The Company has during the year issued 2000000 Equity shares of Re. 1/- each at apremium of Rs. 20/- per share to its promoter M/s. XLO Machine Tools Employee's IndustrialCooperative Society Ltd . This was as per the resolution passed at the general meeting ofthe shareholders of the Company and the sanction received from the BIFR. As a result thenetworth of the Company has become positive.

DIRECTORS:

Mr. Suresh Naidu retires by rotation and being eligible offers himself forreappointment.

AUDITORS:

M/s. H. V. Deodhar&Co. Chartered Accountants and Auditors of the Company retire atthe end of the ensuing Annual General Meeting. Members are requested to appoint Auditorsfor the current year. H. V. Deodhar & Co. have informed that they are eligible forreappointment. .

AUDITORS'OBSERVATION:

The explanations contained in the Notes to the Accounts may be considered asexplanations by the Directors to the observations made by the Auditors in their report.

COMPLIANCE CERTIFICATE:

As required under section 383A(1) of the Companies Act 1956 the Company has obtaineda compliance certificate from a practicing Company Secretary. The Certificate is attachedto the Directors Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The conservation of energy is an on going process and the Company is taking steps toconserve the energy as far as possible. The Company has not imported any technology duringthe financial year. The foreign exchange earnings and expenditure were nil during the yearunder review. '

APPRECIATION:

Your Directors wish to place on records their appreciation of the services rendered andcooperation extended by the employees Bankers Central and State Government.

On behalf of the Board of Directors.

A. N. Vayangankar Jacob George
Executive Director Director
Place Thane:
Dated: 30thApril 2014.

COMPLIANCE CERTIFICATE

Registration No. 11-036499

Nominal Capital Rs. 100000000/-

The members

XLO MACHINE TOOLS LIMITED

Gladys Alvares Marg Opp Lokpuram

Off 2nd Pokhran Road Thane (W) - 400610

We have examined the registers records books and papers of XLO MACHINE TOOLSLIMITED (the Company) as required to be maintained under the Companies Act 1956 (theAct) and the rules made there under and also the provisions contained in the Memorandumand Articles of Association of the Company for the financial year ended on 31st March2014(financial year). In our opinion and to the best of our information and according to theexaminations carried out by us and explanations furnished to us by the Company itsofficers and agents we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate as per the provisions of the Act and the'rules made there under and allentries therein havQ been duly recorded.

2. The Company has filed the forms and returns as stated in Annexure 'B' to thiscertificate with the Registrar of Companies. The Company was*not required to file anyforms and returns with the Regional Director Central Government Company Law Board orother authorities.

3. The Company being a Public Limited Company comments are not required.

4. The Board of Directors duly met six times respectively on 10'h June2013 21stAugust 2013 29th November 2013 30th November2Q13 17th December2013 and 1 st March2014 in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members from 23rd September2013 to 28thSeptember2013 and necessary compliance of section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31st March2013 was heldon 28th September2013 after giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year.

8. The company has not advanced any loans to its directors or persons or firms orcompanies referred to under section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of Section297 of the Act.

10. The Company has made necessary entries in the register maintained under Section 301of the Act.

11. As there were no instances falling within the purview of Section 314 of the Actthe Company has not obtained any approvals from the Board of directors members or CentralGovernment as the case may be.

12. The Company has not issued any duplicate share certificates during the financialyear.

13. (i) The Company has delivered all the certificates on lodgment thereof fortransfer/transmission of securities during the financial year.

(ii) The Company has not deposited any amount in a separate feank Acpount as nodividend was declared during the financial year.

(iii) The Company was not required to post warrants to any member of the Company as nodividend was declared during the financial year.

(iv) The provisions of Section 205C of the Act and Investor Education and ProtectionFund (Awareness & Protection of Investors) Rules 2001 are not applicable to theCompany.

(v) The Company has duly complied with the requirements of Section 217 of theAct.

14. The Board of Directors of the company is duly constituted.

15. The appointment of whole time directors has been made in compliance with theprovisions of Section 269 read with schedule XIII to theAct.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central GovernmentCompany Law Board Regional Director Registrar of Companies and/or such authoritiesprescribed under the various provisions of the Act.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has issued 2000000 equity shares during the financial year and compliedwith the provisions of the Act.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transactions necessitating the company to keep in abeyance the rightsto dividend rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited any deposits including any unsecured loans fallingwithin the purview of sections 58A and 58AA during the financial year. However the companyhas obtained unsecured Loans from concerns wherein the company has not followed thedirectives issued by the Reserve Bank of India and the provisions of Section 58A.

24. The amount borrowed by the company from directors members public financialinstitutions banks and others during the financial year ending 31st March2014 is withinthe borrowing limits of the company.

25. The Company has not made any loans or advances or given guarantees or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provisions of the memorandum with respect to situation of the Company's registered office from one state to another during the yearunder scrutiny.

27. The Company has not altered the provisions of the memorandum with respect to theobjects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the memorandum with respect to nameof the Company during the year under scrutiny.

29. The Company has not altered the provisions of the memorandum with respect to sharecapital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the year underscrutiny.

31. There was no prosecution initiated against or show cause notices received by theCompany duringthefinancial year for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company has deposited both employee's and employer's contribution to ProvidentFund with prescribed authorities during the financial year.

For V.N.DEODHAR & CO.

V.N.DEODHAR.

PROPRIETOR

FCS NO.1880.

CP. No. 898.

Place: Mumbai

Date: 30thApril 2014.

Annexure A

Registers as maintained by the Company

1. Register of Members u/s. 150
2. Register of Share Transfers u/s. 108
3. Register of Directors Managing Directors u/s. 303
4. Register of Directors Shareholding u/s. 307
5. Register of Charges u/s. 143
6. Attendance Register.
7. Register of Investments u/s.372
8. Books of Accounts u/s.209
9. Minutes Book of Annual General Meeting. u/s^193
10. Minutes Book of Board Meeting. u/s. 193
11. Register of Contracts Companies & Firms in which Directors are interested u/s 301

Annexure B

Forms and Returns as filed by the Company with Registrar of Companies RegionalDirector Central Government or other authorities during the financial year ended 31 stMarch2014.

FORM No. DATE OF FILING
From 23 08/11/2013
From-2 07/01/2014
From 23 B 26/10/2013
From 20B for the year 31st March 2013. 27/11/2013
From 23AC & 23 AC A for the year 31 st March 2013 30/09/2013
From 66 for the year 31st March 2013 30/09/2013

For V.N.DEODHAR & CO.

V.N.DEODHAR.

PROPRIETOR

FCS NO.1880.

CP. No. 898.

Place: Mumbai

Date: 30thApril2014.