000_GMM Directors Report-Pg-1-18.indd - GMM Pfaudler Ltd

FOREIGN EXCHANGE:Information on foreign exchange earnings and expenses areprovided in Notes 18 to 21 of Schedule 16, ‘Notes Forming Partof Accounts’.SUBSIDIARY COMPANIES:The Company has four wholly owned subsidiary companies namely;Karamsad Holdings Limited, Karamsad Investments Limited, GMMMavag AG and Mavag AG. The consolidated financial statementspresented by the Company include financial information of itsSubsidiaries prepared in compliance with applicable AccountingStandards.The Ministry of Corporate Affairs, Government of India hasgranted exemption under section 212(8) of the Companies Act,1956 from attaching the Balance Sheet, Profit & Loss Accountand other documents of the Subsidiary Companies to the BalanceSheet of the Company. However the annual audited accounts ofthese subsidiaries will be me made available for inspection to themembers of the Company, upon request, at the registered office ofthe Company.Summary of financial information of Subsidiary Companies arecovered in this Annual Report.PARTICULARS OF EMPLOYEES:Pursuant to the provisions of Section 217(2A) of the CompaniesAct, 1956 (“the Act”) read with The Companies (Particulars ofEmployees) Rules, 1975, the name and other particulars of theemployees are required to be set out in the Annexure to theDirectors’ Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is notincluded in the Reports and Accounts sent to shareholders ofthe Company. Any shareholder interested in obtaining suchparticulars may write to Secretary of the Company at the RegisteredOffice address.DIRECTORS:Mr. P. Krishnamurthy and Mr. Darius Shroff will be retiring atthe ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.The background of the Directors appointed during the year andproposed to be re-appointed at the ensuing Annual General Meetingare incorporated in the Corporate Governance Report forming partof this Directors’ Report.DIRECTORS RESPONSIBILITY STATEMENT:To the best of their knowledge and belief, and according to theinformation and explanations provided to them, the Directorsmake the following statement pursuant to Section 217(2AA) of theCompanies Act, 1956:1. that in the preparation of the annual accounts for the yearended March 31, 2010, the applicable accounting standardshave been followed along with proper explanations in case ofmaterial departures;2. that such accounting policies as mentioned in Schedule 17of the Annual Accounts have been applied consistently andjudgments and estimates that are made are reasonable andprudent so as to give a true and fair view of the state of affairsof the Company at the end of the said financial year endedMarch 31, 2010 and of the Profit & Loss Account of theCompany for that period;3. that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventingand detecting fraud and other irregularities.4. those annual accounts for the year ended March 31, 2010have been prepared on a ‘going concern’ basis.MANAGEMENT DISCUSSION & ANALYSIS REPORT:Management’s Discussion & Analysis Report is attached and formspart of this Director’s Report.CORPORATE GOVERNANCE:As per Clause 49 of the Listing Agreement with ‘The Bombay StockExchange Limited’, a Report on Corporate Governance togetherwith a Certificate from the Company’s Auditors are presentedseparately and forms part of this Report.AUDITORS:M/s. Kalyaniwalla & Mistry, Chartered Accounts, retiring as theStatutory Auditors of the Company at the conclusion of ensuingAnnual General Meeting and offer themselves for re-appointment.The requisite certificate has been received from them to the effectthat their reappointment as Statutory Auditors, if made, would bewithin the limits prescribed under Section 224(1B) of the CompaniesAct, 1956.For and on behalf of the Board of DirectorsP. KRISHNAMURTHY ASHOK J. PATELCHAIRMANMANAGING DIRECTORMumbai, July 27, 20107