Directors' Report To the Members, Santogen Exports Limited, Your Directors have pleasure in presenting the Twenty Third Annual Report together with audited statement of accounts for the year ended 31st March. 2009. 1. FINANCIAL RESULTS: The performance of your company during the year under report is not encouraging. Sales including job work at Rs. 21078666/- as against Rs. 142554857/- previous year. The working of the company is not considered satisfactory. The production at Khopoli Factory has been suspended. The results were negative as compared to previous year. Working capital crunch and induction of fresh funds may have effect of the further improvement during the current year. The Board of Directors is hopeful of getting funds from new partners and hope for better performance of the company. 2. DIVIDEND: The Board of Directors in view of the losses are not recommending any dividend on the Equity share capital of the company. (Previous year Nil) 3. DIRECTORS: Mr. Narayan Prasad Deora shall retire by rotation at the forthcoming Annual Genera! Meeting of the Company and being eligible, offers himself for reappointment. 4. INSURANCE: The properties of the Company including its building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured. 5. PARTICULARS OF EMPLOYEES: None of the employees of the Company has received remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act. '956 read with the Companies (Particulars of Employees) Rules, 1975... 6. CONSERVATION OF ENERGY: Information required to furnish the prescribed information under Section 217(1) (e) of the Companies Act. 1956 relating to conservation of energy and technology absorption, are annexed with the Report. 7. TECHNOLOGY ABSORPTION: The company is presently carrying its business with in-house Indian technology. 8. FOREIGN EXCHANGE EARNINGS AND OUTGO: The company has not made any export during the year under review and expenditure in foreign exchange is Nil. 9. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2009 and of the Profit & Loss Account for the year ended March 31, 2009. iii. Proper and sufficient care has been taken 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 for preventing and detecting fraud and other irregularities. iv. The annual accounts have been prepared on a going concern basis. 10. AUDITORS The Auditors of the company MNRD & Associates, Chartered Accountants retire at the ensuing Annual General meeting of the Company and eligible for re-appointment. The Board requests to reappoint the auditors in the General meeting. 11. AUDITORS OBSERVATION: The observations/ recommendations made by auditors are self explanatory. The Directors inform that corrective measures are being taken to further strengthen the accounting systems. 12. MANAGEMENT DISCUSSION AND ANALYSIS A Report on Management discussion and Analysis is already discussed in Director's report and no other things are to be added in the same. 13. CORPORATE GOVERNANCE REPORT A Report on Corporate Governance is annexed and same is forming part of this report. 14. ACKNOWLEDGE The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers and bankers for their support and understanding of the shareholders for their faith and confidence. For and on behalf of the Board RAMNARESH DEORA Chairman Place: Mumbai Date: 02 SEPTEMBER 2009 |