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43rd
ANNUAL REPORT 2005 - 2006
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Air Control & Chemical Engineering Co. Ltd www.reportjunction.com
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AIR CONTROL & CHEMICAL ENGINEERING COMPANY LIMITED Registered Office : P.O.Nandej, Barejadi (W. Railway) 382435 Dist. Ahmedabad. Gujarat.
Annual Report 2005 - 2006 DIRECTORS, BANKERS AND AUDITORS BOARD OF DIRECTORS
BANKERS
Mr. B. R. DAGA Managing Director
BANK OF BARODA INDIAN OVERSEAS BANK
Mr. AMIT DAGA Jt. Managing Director Mr. VISHAL DAGA Jt. Managing Director Dr. R. K. GULATI Director BIFR - Special Director
DENA BANK AUDITORS MUNDHRA & PRAVIN Chartered Accountants Visakhapatnam
Mr. R. L. DAGA Director
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AIR CONTROL & CHEMICAL ENGINEERING COMPANY LIMITED NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 43rd Annual General Meeting of the Members of AIR CONTROL & CHEMICAL ENGINEERING COMPANY LIMITED will be held on Saturday, the 8th day of July, 2006 at 11.00 a.m. at the Registered Office of the Company at P.O. Nandej, Barejadi (W. Rly.), Dist. : Ahmedabad 382 435, Gujarat to transact the following business: ORDINARY BUSINESS / 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2006 and the Profit •
and Loss Account for the year ended on that date and the report of the Directors and the Auditors thereon. 2. To re-appoint Directors retiring by rotation. Shri R. L. Daga retires by rotation under Article 121 of the Articles of Association of the company and being eligible offers himself for re-appointment. 3. To appoint statutory auditors and to fix their remuneration and in this connection to pass with or without modification, the following resolution as on Ordinary Resolution: "RESOLVED THAT M/s. R.L. Mundhra & Co., be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company for the period ended 31st March, 2008 on a remuneration to be fixed by the Board of Directors, exclusive of traveling and out of pocket expenses plus fees as agreed for any other professional services rendered." SPECIAL BUSINESS : 4. To consider and if thought fit, to pass with or without modification the following resolution as ordinary resolution. "RESOLVED THAT Subject to the provisions of section 198, 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being in force) approval of the company be and is hereby accorded to the appointment of Shri Vishal Daga as Joint Managing Director, for a period of 5 (five) years with effect from 26th November, 2005 on terms and conditions as mentioned below: 1. Tenure of the appointment: 5 years from 26th November, 2005.
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2. Salary: Rs.40,000/- per month with an authority to the Board to increase the same from time to time in accordance with Schedule XI11 of the Companies Act, 1956 may be amended from time to time. 3.
Perquisites and Allowances
(i) In addition to salary, the Joint Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, house maintenance allowance together with reimbursement of expenses or al lowances for utilities such as gas, electricity, water, furnishing and repairs, medical reim bursement, leave travel concession for himself and his family, club fees, medical insurance, personal accident insurance, leave and such other perquisites and allow ances in accordance with the rules of the company or as may be agreed to by Board of Directors and the Managing Director: such perquisites and allowances will be subject to a maximum of 100% of the annual salary. (ii) Company's contribution to provident fund and supper annuation fund to the extent these, either singly or together, are taxable under the Income Tax Act, 1961 : Gratuity payable, as per the rules of the Company and Enhancement of Leave at the end of the tenure shall not be included in the computation of limits for the remuneration or perquisites aforesaid, subject to Schedule XIII of the Companies Act, 1956. (iii) The provision for use of Company's car with driver for official and company's telephone at his residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowance for the purpose of calculating the said ceiling. (iv) The Managing Director, so long as he functions as such, shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee there of. 5. To consider and if thought fit, to pass with or without modification the following resolution as ordinary resolution. "RESOLVED THAT, Subject to the provisions of section 198, 269 and 309 read with Schedule XIII and other applicable provisions, if any, of the Companies Act,1956 (including any statutory modifications or re-enactment thereof for the time being in force) approval of the company be and is hereby accorded to the appointment of Shri Amit Daga as Jt.Managing Director of the company for a period of 5 (Five) years from 26th November, 2005 on terms and conditions as mentioned below:1. Tenure of the appointment: 5 years from with effect from 26th November, 2005. 2. Salary: Rs.40,000/- per month with an authority to the Board to increase the same from time to time in accordance with Schedule xiii of the Companies Act, 1956 as may be amended from time to time. 3.
Perquisites and Allowances: (1) In addition to salary, the Joint Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allow
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ance in lieu thereof, house maintenance allowance together with reimbursement of expenses or allowances for utilities such as gas, electricity, water, furnishing and repairs, medical reimbursement, leave travel concession for himself and his family, club fees, medical insurance, personal accident insurance, leave and such other perquisites and allowances in accordance with the rules of the Company as may be agreed to by Board of Directors and the Joint Managing Director, subject to ceiling limit prescribed under schedule xiii of the Companies Act 1956. (2) Company's contribution to provident fund and super annuation fund to the extent these, either singly or together, are not taxable under the Income Tax Act, 1961, Gratuity payable as per the rules of the Company and Encashment of Leave at the end of the tenure shall not be included in the computation of limits for the remunera tion or perquisites aforesaid subject to schedule xiii of the Companies Act, 1956. (3) The provision for use of Company's car with driver for official duties and company's telephone at his residence (including payment for local calls and long distance offi cial calls) shall not be included in the computation of perquisites and allowance for the purpose of calculating the said ceiling. The Joint Managing Director, so long as he functions as such, shall not be paid any sitting fees for attending the meeting of the Board of Directors or Committee thereof and shall not be liable to retire by rotation. By Order of the Board th
Date : 20 May, 2006 Place: Ahmedabad CHAIRMAN
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company Proxies in order to be effective should be lodged at the Registered Office of the Com pany not less than 48 hours before the commencement of the meeting. Proxy once issued will also hold good for any adjournment of this meeting. 2. Explanatory Statement pursuant to Section 173 in respect of special business is annexed. Explanatory Statement: Item No. 4 The Board of Directors in its meeting held on 26th November, 2005 have unanimously approved the appointment of Shri Vishal Daga, as Joint Managing Director for a period of 5 years with effect from 26th November, 2005. The terms and conditions are set as under: 1. Tenure of the appointment: 5 years from 26tn November, 2005.
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2. Salary: Rs.40,000/- per month with an authority to the Board to increase the same from time to time in accordance with Schedule XIII of the Companies Act, 1956 may be amended from time to time. 3.
Perquisites and Allowances
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In addition to salary, the Joint Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, house maintenance allowance together with reimbursement of expenses or allowances for utilities such as gas, electricity, water, furnishing and repairs, medical reim bursement, leave travel concession for himself and his family, club fees, medical insurance, personal accident insurance, leave and such other perquisites and allow ances in accordance with the rules of the company or as may be agreed to by Board of Directors and the Managing Director: such perquisites and allowances will be subject to a maximum of 100% of the annual salary.
>
Company's contribution to provident fund and supper annuation fund to the extent these, either singly or together, are taxable under the Income Tax Act, 1961 : Gratuity payable, as per the rules of the Company and Enhancement of Leave at the end of the tenure shall not be included in the computation of limits for the remuneration or perquisites aforesaid, subject to Schedule XIII of the Companies Act, 1956.
>
The provision for use of Company's car with driver for official and company's telephone at his residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowance for the purpose of calcu lating the said ceiling.
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The Managing Director, so long as he functions as such, shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee thereof.
Shri Ratanlal Daga, Shri Amit Daga and Shri Bachh Raj Daga are deemed to be interested in this resolution. Item No. 5 The Board of Directors in its meeting held on 26th November, 2005 have unanimously approved the appointment of Shri Amit Daga, as Joint Managing Director for a period of 5 years with effect from 26th November, 2005. The terms and conditions are set as under: 1. Tenure of the appointment: 5 years from 26th November, 2005. 2. Salary: Rs.40,000/- per month with an authority to the Board to increase the same from time to time in accordance with Schedule XI11 of the Companies Act, 1956 may be amended from time to time. 3.
Perquisites and Allowances
>
In addition to salary, the Joint Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu
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thereof, house maintenance allowance together with reimbursement of expenses or al lowances for utilities such as gas, electricity, water, furnishing and repairs, medical reim bursement, leave travel concession for himself and his family, club fees, medical insurance, personal accident insurance, leave and such other perquisites and allowances in accordance with the rules of the company or as may be agreed to by Board of Directors and the Managing Director: such perquisites and allowances will be subject to a maximum of 100% of the annual salary. Company's contribution to provident fund and supper annuation fund to the extent these, either singly or together, are taxable under the Income Tax Act, 1961 : Gratuity payable, as per the rules of the Company and Enhancement of Leave at the end of the tenure shall not be included in the computation of limits for the remuneration or perquisitesaforesaid, subject to Schedule XIII of the Companies Act, 1956. The provision for use of Company's car with driver for official and company's telephone at his residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowance for the purpose of calculating the said ceiling. The Managing Director, so long as he functions as such, shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee thereof Shri Ratanlal Daga, Shri Vishal Daga and Shri Bachh Raj Daga are deemed to be interested in this resolution.
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AIR CONTROL & CHEMICAL ENGINEERING COMPANY LIMITED DIRECTOR'S REPORT Your Directors have pleasure in presenting the audited accounts of the company for the year ended 31st March, 2006. FINANCIAL RESULTS 2005-06
2004-05
The working of your company for The year /period under review resulted in Profit / Loss of
10551
9149
From which has to be added depreciation
(962)
(963)
0
3550
9589
11736
Prior year adjustment Profit (Loss) carried to Balance Sheet
OPERATIONS The operations of the company are improving consistently. The company could achieve the growth of 42% in respect of sales and 15% in respect of net profit for the financial year ending. The .order booking position of the company improved considerably. The company has achieved the net profit of Rs.95.89 Lakhs. The profitability during the year has a set back due to sharp increase in prices of inputs. FUTURE PROSPECTS The company expecting good growth in low temperature compressor business. The company has also launched Packaged Water Chillers and expects a good growth in this sector. There are very good potential for Fan and casting business also. The company has already obtained ISO 9001:2000 certifications. A good growth is expected during current financial year. INDUSTRIAL RELATIONS The company continued to maintain harmonious and cordial relations with its workers. AUDITORS The Auditors of the Company M/s. Mundhra & Pravin, Chartered Accountants retires at the forth coming Annual General Meeting and expressed their unwillingness to be re-appointed and the company has received notice under section 225 of the companies Act. 1956 from the members for appointment of M/s.R.L.Mundhra & Co., Chartered Accountants as the Auditors of the company. The remuneration will be fixed by the Board of Directors. DIRECTOR'S RESPONSIBILITY STATEMENT The Directors have fulfilled their responsibility for preparation of the accompanying financial statement by taking all reasonable steps to ensure that: 1, The applicable accounting standards were followed to the extent feasible. 2. The accounting policies are reasonable and prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.
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