BOARD OF DIRECTORS
Annual Report 2010-2011BOARD OF DIRECTORSMr. Abhay Firodia, ChairmanMr. Prasan Firodia, Managing DirectorMr. Sudhir MehtaMr. S. N. InamdarMr. Pratap PawarMr. L. LakshmanMrs. Anita RamachandranMr. S. PadmanabhanMr. Arun ShethMr. Vinay KothariMr. Atul ChordiaMr. S. A. GundechaAUDITORSM/s. P. G. BhagwatChartered Accountants,Pune.COST AUDITORSM/s. Joshi Apte & AssociatesCost Accountants,Pune.REGISTERED OFFICEMumbai-Pune Road,Akurdi, Pune - 411 035.Mr. R. B. BhandariWORKS(i) Mumbai-Pune Road,Akurdi, Pune - 411 035.COMPANY SECRETARYMrs. Aparna G. Lambore(ii) Pithampur,District Dhar - 454 775.FORCE MOTORS LIMITED
Annual Report 2010-2011INDEX1.Notice of Annual General Meeting3-42.Directors’ Report5-63.Management Discussion and Analysis7-94.Report on Corporate Governance5.Auditors’ Certificate on Corporate Governance6.Auditors’ Report with Annexure7.Balance Sheet208.Profit & Loss Account219.Schedules & Notes to Accounts22 - 4010.Balance Sheet Abstract41 - 4211.Cash Flow Statement10 - 151617 - 1943FORCE MOTORS LIMITED
Annual Report 2010-2011NOTICENotice is hereby given that the 52nd Annual GeneralMeeting of the Members of Force Motors Limited will beheld on Saturday, the 24th day of September, 2011 at11.30 a.m., at the Registered Office of the Company atMumbai - Pune Road, Akurdi, Pune – 411 035 to transactthe following business : ORDINARY BUSINESS1) To consider and adopt Audited Balance Sheet andProfit & Loss Account for the year ended on 31stMarch, 2011 together with the Directors' Report andAuditors' Report thereon.2) To declare a dividend.3) To appoint a Director in place of Mr. S. N. Inamdar,who retires by rotation and being eligible, offershimself for reappointment.4) To appoint a Director in place of Mr. L. Lakshman,who retires by rotation and being eligible, offershimself for reappointment.5) To appoint a Director in place of Mr. Pratap Pawar,who retires by rotation and being eligible, offershimself for reappointment.6) To appoint a Director in place of Mr. S.Padmanabhan, who retires by rotation and beingeligible, offers himself for reappointment.7) To appoint Auditors and to fix their remuneration.SPECIAL BUSINESS8) To appoint Mr. Arun Sheth as a Director of theCompany. Mr. Arun Sheth was appointed as anAdditional Director of the Company w.e.f. 25thSeptember, 2010. As per the provisions of Section260 of the Companies Act, 1956, he holds office upto the date of the ensuing Annual General Meetingand in respect of whom the Company has received anotice, in writing, from a member proposing hiscandidature for the office of Director and signifyingintention to move the following resolution as anOrdinary Resolution: “RESOLVED that Mr. Arun Sheth be and is herebyappointed as a Director of the Company.”NOTES1) A MEMBER ENTITLED TO ATTEND AND VOTEAT THE SAID MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND A PROXY NEEDNOT BE A MEMBER OF THE COMPANY.2) The Explanatory Statement setting out the materialfacts concerning the Special Business asmentioned at Item No. 8 of the Notice, as required bySection 173 of the Companies Act, 1956, is annexedhereto.3) The requisite information about the Directors,FORCE MOTORS LIMITEDretiring by rotation, is included in the Report onCorporate Governance.4) The Register of Members and Share Transfer Books ofthe Company will be closed from Thursday, the 22ndday of September, 2011 to Saturday, the 24th day ofSeptember, 2011 (both days inclusive) for the purposeof ascertaining entitlement to the dividend that may bedeclared at the ensuing Annual General Meeting.5) The payment of dividend, if declared, at the ensuingAnnual General Meeting will be made after Saturday,the 24th day of September, 2011 to those membersholding shares in physical form and whose namesappear in the Register of Members of the Company onSaturday, 24th day of September, 2011, and who holdshares of the Company in dematerialized form andwhose name is entered as a beneficial owner in therecords of the Depositories on that date.6) Members holding shares in physical form are requestedto intimate immediately any change in their address /details of their bank account / details for transfer ofdividend, if declared, through Electronic ClearanceService (ECS) before 19th September, 2011. Thesedetails may kindly be intimated to the Company at theRegistered Office or to the Registrar & Share TransferAgents of the Company, Link Intime India PrivateLimited, Block no. 202, ‘A’ Wing, 2nd floor, AkshayComplex, Near Ganesh Temple, Off. Dhole Patil Road,Pune – 411 001.Members holding shares in dematerialized form shalladdress communication to their respective DepositoryParticipants.7) GREEN INITIATIVE : As a step for paperlesscommunication with the members of the Company,Company has decided to forward all notices,circulars and other documents to be served onMembers by email.Members of the Company are requested tocommunicate their email id on which they wouldlike to have these communications. The email idcan be communicated by a letter addressed to theSecretarial Department, Force Motors Limited,Mumbai - Pune Road, Akurdi, Pune - 411 035 andshould be signed as per the specimen signaturerecorded with the Company.8) Members desirous of obtaining any informationconcerning the accounts or operations of theCompany are requested to address their questionsto the Company Secretary of the Company, so as toreach at least 15 days before the date of the meetingso that the information required may be madeavailable at the meeting.9) Equity shares of the Company are listed on the PuneStock Exchange Limited, Shivleela Chambers, 752,Sadashiv Peth, R. B. Kumthekar Marg, Pune – 411 030and the Bombay Stock Exchange Limited, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001.The Company has paid the annual listing fees to each ofthe Stock Exchanges.
Annual Report 2010-201110) Members are requested to note that pursuant to theprovisions of Section 205C of the Companies Act,1956 the dividend remaining unclaimed/unpaid for aperiod of seven years from the date it became duefor payment shall be credited to the InvestorEducation and Protection Fund (Fund) set up by theCentral Government. Members who have so far notclaimed the dividend that was declared for thefinancial year 2003-2004 or thereafter arerequested to make claim with the Companyimmediately, as no claim shall lie against the Fund orthe Company in respect of amount once credited to thesaid Fund.By Order of the Board of DirectorsFor FORCE MOTORS LIMITEDPune - 411 0359th August, 2011APARNA G. LAMBORECompany SecretaryExplanatory Statement as required by Section 173 (2) of the Companies Act,1956Item No.8In exercise of the powers vested by Article 115 of theArticles of Association of the Company, the Board ofDirectors of your Company appointed Mr. Arun Sheth asan Additional Director w.e.f. 25th September, 2010.As per the provisions of Section 260 of the CompaniesAct, 1956, Mr. Arun Sheth holds office till the date ofensuing Annual General Meeting. The Company hasreceived a notice from a member proposing thecandidature of Mr. Arun Sheth for the office of Director.Mr. Arun Sheth, 63 years, is a Commerce Graduate and isthe Chairman and Managing Director of PrabhudasLilladher Private Limited, leading member of BombayStock Exchange Limited and of National Stock ExchangeLimited. Mr. Sheth has pioneered numerous ventures likeportfolio advisory services and a full-fledged equity researchdivision.The requisite information required to be provided, as per theprovisions of Clause 49 of the Listing Agreement, in case ofappointment of Mr. Arun Sheth is included in the Report onCorporate Governance.None of the Directors of the Company, except Mr. ArunSheth, is interested in the business mentioned at Item No.8.By Order of the Board of DirectorsFor FORCE MOTORS LIMITEDPune - 411 0359th August, 2011APARNA G. LAMBORECompany SecretaryFORCE MOTORS LIMITED
Annual Report 2010-2011DIRECTORS’ REPORTTo4. Market SituationThe Members,The Directors present the 52nd Annual Report, togetherwith the audited accounts for the financial year ended on31st March, 2011.In view of the provisions of the Listing Agreement, theMarket Situation and Status of Operations are dealt within the “Management Discussion & Analysis” attachedhereto.5. Exports1. Financial Results2010-11( )Gross Sales2009-10( )1691,84,66,907 1075,32,09,626Other 3,627Depreciation44,81,72,11241,99,55,157Provision forTaxes (Net)23,51,42,386 (17,53,77,456)Profit After rovision for Taxon Distributed Profit 1,06,87,59667,19,894Transfer to GeneralReserve182,46,33,7846,04,22,593Gross ProfitProposed DividendBalance in Profit &Loss AccountCarried Forward7,00,00,000 138,50,23,735The gross sales for the year under report increasedto 1,691.85 crores against the previous year's saleof 1,075.32 crores representing a significantgrowth of 57.33 %.2. DividendThe Board of Directors has recommended adividend of 5 per share on 1,31,76,262 equityshares of 10 each fully paid up.3. Name ChangeThe Writ Petition in respect of the change in thename of the Company, filed by one of the Member ofthe Company was allowed by the Hon'ble HighCourt of Judicature at Bombay. The Hon'ble Courtheld that the order passed, as per the provisions ofSection 22 of the Companies Act, 1956, based onwhich the name of the Company was changed in theyear 2005, is not sustainable in law. The Company'sPetition challenging this decision, has beenadmitted for hearing by the Hon'ble Supreme Courtof India on 1st August, 2011. The operation of theorder of the Hon'ble High Court has been stayed.FORCE MOTORS LIMITEDThe export turnover for the year under report was 27.17 crores against the previous year's export of 26.96 crores.6. Research & DevelopmentThe expenditure on Research & Development for newproducts, including the expenditure on Projects andTool Engineering, was 2.26 % of the operationalturnover of the Company. The Company hasmaintained its emphasis on research, development andtool engineering activities.7. Foreign CollaborationsThe Company continues to have the benefit of technicalassistance from Dr. Rolf Bacher, Germany. TheCompany also obtained technical consultancy fromMercedes Benz Project Consultation GmbH, Germanyand MB Technology GmbH, Germany, for ongoingtechnical developments.8. Industrial RelationsThe litigation connected with recognition of labour unionat the Company's Akurdi, Pune Plant is still pendingbefore the Hon'ble Supreme Court of India. Theindustrial relations at the Pithampur Plant continued tobe cordial.9. Foreign ExchangeThe foreign exchange outgo arising out of the import ofraw materials, components and capital goods is as perthe details mentioned in the Notes to Accounts.10. Environment and Conservation of EnergySeveral steps to save energy and natural resources likewater are being taken so as to achieve energy savingand cost reductions. The new CED - paint shop atPithampur is a step in this direction.11. Fixed Deposits50 deposits amounting to 17,63,000 matured forrepayment on or before 31st March, 2011 but remainedunclaimed on that date. Out of these, 13 depositsamounting to 5,75,000 have since been repaid /renewed.
Annual Report 2010-201112. Orders for Machinery(c)the Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 1956 forsafeguarding the assets of the Company and forpreventing and detecting fraud and otherirregularities;(d)the Annual Accounts are prepared on a goingconcern basis.Since the close of the Accounting Year the Companyhas placed orders for new machinery, equipment andother capital assets of value of 35.83 crores.13. DirectorsThe Board of Directors in its meeting held on 25thSeptember, 2010 appointed Mr. Arun Sheth as anAdditional Director of the Company. As per theprovisions of Section 260 of the Companies Act, 1956,Mr. Arun Sheth holds office till the date of ensuingAnnual General Meeting. The Company has receiveda notice proposing candidature of Mr. Arun Sheth forthe directorship of the Company.Mr. Bharat V. Patel resigned from the directorship ofthe Company w.e.f. 31st January, 2011. The Boardplaces on record its appreciation of the servicesrendered by Mr. Patel during his association with theCompany.Mr. S. N. Inamdar, Mr. L. Lakshman, Mr. Pratap Pawarand Mr. S. Padmanabhan, Directors of the Company,retire by rotation and being eligible offer themselvesfor reappointment.14. Audit CommitteeThe Board in its meeting held on 23rd April, 2011,reconstituted the Audit Committee. Now, Mr. VinayKothari, Mr. Pratap Pawar, Mr. S. Padmanabhan,Mr. Arun Sheth, Independent Directors, andMr. S. A. Gundecha, Non-Executive Director, are theMembers of the Audit Committee.15. Corporate GovernanceThe Company has taken all necessary steps toimplement the provisions of Listing Agreement and adetailed report on the various issues, including theAuditors’ Report on Corporate Governance areattached to this Report.16. Directors’ Responsibility StatementAs required by sub-section 2AA of Section 217 of theCompanies Act, 1956, the Directors state that –(a)(b)in the preparation of Annual Accounts, theapplicable Accounting Standards had beenfollowed along with proper explanation relatingto material departures;the Directors have selected such accountingpolicies and applied them consistently and madejudgements and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company at the end ofthe Financial Year and of the profit / loss of theCompany for that period;17. OtherUnder the provisions of Section 217(2A) of theCompanies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975, as amended,the names and other particulars of employees are setout in the annexure to the Directors' Report. However,in terms of the provisions of Section 219(1)(b)(iv) ofthe Companies Act, 1956, the Directors' Report isbeing sent to all the Members of the Companyexcluding the aforesaid annexure. The Membersinterested in obtaining a copy of the said annexuremay write to the Company at the Registered Office ofthe Company. The Company had, no employees whowere in receipt of remuneration exceeding 5,00,000per month and employed throughout the financial yearand one employee who was in receipt of remunerationexceeding 5,00,000 per month and employed forpart of the financial year.18. You are requested to appoint Auditors for the currentyear and fix their remuneration. M/s. P. G. Bhagwat,Chartered Accountants, Pune, Auditors to theCompany, who retire at the ensuing Annual GeneralMeeting, are eligible for reappointment.19. The Central Government has directed to conductaudit of the cost records of the Financial Year 2010-11and accordingly M/s. Joshi Apte & Associates, CostAccountants, Pune, were appointed as the CostAuditors, for that year. The Cost Audit Report is underpreparation.20. The Directors express their grateful thanks to theDealers, Suppliers and Banks for their support, andexpress their warm appreciation of the sincere cooperation and dedicated work by a majority of theemployees of the Company.For and on behalf of the Board of DirectorsPune - 411 0359th August, 2011ABHAY FIRODIAChairmanFORCE MOTORS LIMITED
Annual Report 2010-2011REPORT ON CORPORATE GOVERNANCESTATEMENT ON COMPANY’S PHILOSOPHY & CODEOF GOVERNANCE1. The Company's decision making process andoperational methods are guided by the philosophyof “creating low cost, hi-tech products, which aresuitable for Indian markets”. Simplicity, self-reliance,social responsibility, trust and transparency indealings with all stakeholders, the edifice on whichthis business was started by Late Mr. N. K. Firodia,the founder of the Company, continues to be theguiding principles for the Organization, in arrangingthe activities. The Company's philosophy on the'Code of Governance' is based on compliance ofapplicable provisions and requires exchange ofrelevant information and appropriate disclosures toeach group of stakeholders, connected with thearea of common interest / stake between theCompany and the stakeholder.BOARD OF DIRECTORS2. The Board of Directors of the Company (as of 31stMarch, 2011) ('the Board' for brevity) consisted of13 Directors. 12 Directors were Non-ExecutiveDirectors and only 1 Director was ExecutiveDirector. 8 Directors were Independent Directors.The Company's Board did not consist of anyNominee Directors appointed by lenders or otherinvestor.Mr. Abhay Firodia, Chairman and Mr. PrasanFirodia, Managing Director of the Companyrepresent promoters of the Company.3. The details of other directorships of the Directors (asof 31st March, 2011) of the Company are as under: -Sr.No.Name of the DirectorNumber of Number ofotherCompaniesCompaniesof whichin whichChairmanDirectorshipsheld*4. The details of Committee positions held by the Directorsof the Company in other Companies are as under: Name of theDirectorMr. S. N. InamdarMr. Pratap PawarMrs. AnitaRamachandranMr. S. PadmanabhanMr. L. LakshmanMr. Arun ShethNumberNumberNumber of Number ofofofShareholders' ChairmanAuditRemuneration ps Memberships Memberships64172121467--52-1-13--3–515. During the Financial Year 2010-11, six meetings of theBoard were held on 17th April, 2010, 21st May, 2010,24th July, 2010, 25th September, 2010, 23rd October,2010, 29th January, 2011. The attendance of Directorsduring the Financial Year 2010-11 for Board Meetingsand General Meeting are as under:-Name of the DirectorMr. Abhay FirodiaMr. Prasan FirodiaMr. Sudhir MehtaMr. S. N. InamdarMr. Bharat V. Patel *Mr. Pratap PawarMrs. Anita RamachandranMr. S. PadmanabhanMr. L. LakshmanMr. Arun Sheth #Mr. Vinay KothariMr. Atul ChordiaMr. S. A. GundechaMr. R. B. BhandariNumber tat esYes1Mr. Abhay Firodia1012Mr. Prasan Firodia3–3Mr. Sudhir Mehta414Mr. S. N. Inamdar111* Resigned as Director w.e.f. 31st January, 2011.# Appointed as an Additional Director w.e.f. 25th September, 2010.5Mr. Pratap Pawar1626Mrs. Anita Ramachandran7–7Mr. S. Padmanabhan15–8Mr. L. Lakshman1119Mr. Arun Sheth121010Mr. Vinay Kothari7–11Mr. Atul Chordia38–12Mr. S. A. Gundecha3–13Mr. R. B. Bhandari1--6. The Board is presented with all the relevant informationin various matters affecting the working of the Companyand which requires deliberation at the highest level.Besides key operational and financial information, theBoard is presented with information relevant to strategyformulation, for deliberations. This includes informationas per annexure to Clause 49 of the Listing Agreement.At each meeting, the Managing Director presents anelaborate report on the operations of the Company,including an assessment of the market, operationalissues and operating profitability. Also presented areassessments of the strategic and technological issuesenabling a discussion on the strategy, projects andtactics employed in the management of the Company'saffairs.* includes directorship in private companies.FORCE MOTORS LIMITED
Annual Report 2010-20117.8.The Directors made all disclosures as per therequirement of the Companies Act, 1956 from timeto time to the Board of Directors regarding theirfinancial interest in the transactions with theCompany. The related party disclosure forms part ofthe notes to accounts as per the disclosurerequirement of Accounting Standard No.18 issuedby the Institute of Chartered Accountants of Indiaand of the Companies (Accounting Standards)Rules, 2006. The Directors have informed theCompany about the Committee positions occupiedby them in other Companies and changes therein.The details of remuneration paid to the ExecutiveDirector during the financial year 2010-11 is asunder :-Name of the DirectorMr. Prasan Fir
mentioned at Item No. 8 of the Notice, as required by and the Bombay Stock Exchange Limited, Phiroze Section 173 of the Companies Act, 1956, is annexed Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. hereto. The Company has paid the annual listing fees to each of the Stock Exc
The Board of Directors' meeting can be held either on site or off site. he quorum necessary for holding board meeting(s) and passing board resolution(s) must exceed half of the total board directors for either on-site or off-site board meetings. Article 25. When convening any Board of Directors' meeting, the Corporate Secretary shall notify all
THE BOARD OF DIRECTORS 3.1 Powers. The property and affairs of the corporation shall be managed by a Board of Directors (the "Board"). The members of the Board shall be as set forth in Section 3.3, and shall be referred to herein and in all documents and business of the Corporation individually as a "Director" and collectively as the "Directors."
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hiatus before serving on the Board of Directors again. The Board of Directors meets the second Monday of the month. Special meeting days and times, as determined by the Board of Directors, are publicly posted and announced to parents, staff, and community. 2017-2018 Board of Directors Chair: Carmen Bonde Jason DeMars, parent
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ILSI policy mandates that the ILSI and ILSI branch Boards of Directors must be composed of at least 50% public sector scientists; the remaining directors represent ILSI’s member companies. Listed hereunder are the ILSI Europe Board of Directors and the ILSI Europe Packaging Material Task Force industry members. ILSI Europe Board of Directors .
