Jord Engineers India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2009

The directors present this Twentieth Annual Report together with the Audited Accounts of the Company for the Year ended on 31 st March 2009.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

200809 200708

Sales and other Income (Net)_ 7311.88 6097.95

Profit/ Loss before Depreciation, Interest & Tax 558.42 969.81

Less: interest 11.23 9.59

Depreciation 639.54 635.25

Profit/ (Loss) from Operations (92.35) 324.97

Extra Ordinary Items 906.82

Profit/ (Loss) before Tax 814.47 324.97

Provision for Tax/ FBT 4,97 6,00

Profit/(Loss) after Tax 809.50 318.97

PERFORMANCE REVIEW:

Your Directors are pleased to inform you that during the year under review, the Company has seen significant recoveries in the business for its products during last 23 years. This has truly reflected in rise in sales on YearonYear basis since last 3 years on a showing of an average growth of 44% annually. Despite recording growth in the topline, the operational profits have come down by over 8% and Profit from the operations show a Net Loss of Rs. 92.35 Lacs. This is mainly due to the recessionary trends prevailing in the Markets. However, after accounting for some Extra Ordinary Items, the Companys Net Profit After Tax has nearly trebled. In a true sense, if these Extra Ordinary Items are ignored, the Companys results show a negative trend.

The trend of improvement in the business scenario experienced during last 23 years is gaining momentum. The quantum of current Order Book position and the flow of inquiries are the evidence. The Order Book Position of the current year has shown significant improvement over the last years order book, which is having a positive impact on the working results of the Company as well. Although the Company continues to struggle to meet its working capital requirements, in absence of a practical system in place, the company is forced to find alternative methods of meeting the customer needs. Under the given circumstances, the Company is forced to manage its operation with its own earned resources and internal accruals. Your Directors have pride in mentioning that your Company attaches highest importance to customer satisfaction above all other priorities. This philosophy is paying in the long run.

In the Business Scenario in the country for the next year, the Power sector seems to be recovering. This augurs well with the revival of the Company. Similarly, the Refinery Sector is also showing good prospects. Most of the old projects were the work was not moving due to the recession, have resumed. These projects include expansion of various Refineries as well as Green Field Refineries like, Bhatinda, Paradip and Nagarjuna Refinery. These Refineries will generate significant business for Air Cooled Heat Exchangers for your Company for next one or two years.

DIVIDEND:

In view of huge carried forward losses by the Company, the Directors do not recommend any Dividend.

DEMATERILISATION: .

Your Companys shares have been dematerialized in compliance to the mandatory guidelines issued by SEBI. Equity Shares of the Company are available for trading in Demat form under National Security Depository Ltd. (NSDL). As on date, 32.95% of the stock of the total equity has been dematerialized.

FIXED DEPOSITS:

The Company has not accepted any Deposits from public during the Year under review and there are no outstanding deposits in terms of the Companies {Acceptance of Deposits) Rules, 1975.

EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956, is not being given, as there was no employee during the (Vear or in the oart of the year whose total remuneration falls under this Scheme.

OTHER INFORMATION:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 and the Rules framed there under is annexed hereto and forms part of the report. (See Page No. 24)

AUDITORS AND AUDITORS REPORT:

M/s N.S. Bhatt & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Auditors have not made any qualification, reservations or adverse remarks affecting the true and fair view of the accounts. The same is selfexplanatory and does not require any further comments from Directors.

In accordance with the provisions of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. S. C Kochar and Adarsh Mohan retire by rotation at the ensuing Annual General Meeting. They being eligible, offer themselves for re appointment

DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(il) That the Directors have selected such accounting policies and applied them consistently and made judgments 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 ended 31st March 2009 and that of the profit / loss of the Company for that year;

(iil) That the Directors had 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 for preventing and detecting fraud and other irregularities;

(lV) That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

Generally the relations with the employees continued to remain cordial during the year in question. The agreement, which was signed between the workers and the Management for a period of three years, is valid till the yearend. This Agreement has proved to be an effective bondingelement between the workers and the management and has actually strengthened the interrelationship.

CORPORATE GOVERNANCE:

In compliance with provisions of clause 49 of the Listing Agreement with the Stock Exchange, your Company had implemented the Corporate Governance; it has obtained a certificate from the Auditors of your Company regarding compliance of the conditions of Corporate Governance for the Year 200809. The detailed report on Corporate Governance, along with the certificate of the auditors of the Company is annexed hereto.

STATUS OF REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) AND REHABILITATION PROCESS:

The Company has been declared sick by BIFR. The major lenders consisting of more than 80% lenders have already sanctioned the restructuring package. Efforts are being made to build a consensus on this package and get it approved from the statutory bodies like BIFR or through the High Court (u/s 100 & 391 of The Companies Act, 1956), if required. Pending such statutory approvals and compliance of procedure, the Company has made some payments to the lenders as per terms of the Package. However, the effect of the sanction has not been given in this Balance Sheet. The Company expects to complete this exercise in the next year and hence the effect of the same shall be given appropriately in the accounts.

ACKNOWLEDGEMENT:

Your Directors express their thanks for the cooperation and support received from Central and State Government authorities, Financial Institutions, Bankers, Collaborators, Investors and Business Associates during the Year under review.

For and on behalf of Board

Place: Vadodara. Rakesh Chaturvedi

Dated: July 31, 2009 Chairman & Managing Director