108th Meeting of Board of Directors held on 26th Sept. 2006

MINUTES OF THE 108th MEETING OF THE BOARD OF DIRECTORS OF GHRSSIDC HELD ON 26th September 2007 at 3.00 P.M. IN THE CHAMBER OF CHAIRMAN AT THE HEAD OFFICE AT CRAFTS COMPLEX, PANAJI-GOA
 
The following members were present
     
1) Mr. Naresh Sawal Director
     
2) Mr. Ankush Kamat Director
     
3) Mr. Digambar Naik Director
     
4) Mr. Devendra kenkre Director
     
5) Mr. Hussain Mulla Director
     
6) Mr. Prasad Desai Director
     
7) Mr. Felix Fernandes Director
     
8) Mr. Francis Gracias Director
     
9) Mr. Manuel Vaz Director
     
10) Secretary (Industries) Director
     
12) Shri Nikhil U. Desai Managing Director
     
Item No.1 :Leave of Absence
     
M.D. informed the Board that Shri Gurudas Gauns, Chairman of the Corporation could not attend the meeting on account of ill health since he is admitted at a hospital in Mumbai. The Board granted leave of absence to Shri Gurudas Gauns. The Board decided to request Shri V.K. Jha, Secretary (Industries) to chair the meeting and the request was accepted by him.
At the outset Chairperson welcomed the newly constituted Board of Directors and requested them to introduce themselves and thereafter took up the following items listed in Agenda:
     

Item No.2: Confirmation of the Minutes of the 107th Board Meeting
     
Mr. Jha made the following observations on the minutes of 107th Board meeting. Chairman brought to the notice of the members the following points which were minuted' in 107 Board meeting
   
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Chairman enquired as what is the current status of various litigations pending in courts concerning the GHRSSIDC. He suggested that since the process litigation is expensive and time consuming, the GHRSSIDC should as far as possible approach the collector for recovery of dues as arrears of land revenue. M.D. informed that most of the cases were pertaining to cheques bouncing under DDSRY- Kiosks and approximately 25 cases were pending before various courts in Goa under negotiable instrument. act. He also informed that the cases were speedily being settled since the punishment involved was harsh and disposal was quick. As a result the GHRSSIDC had recovered over 15 lakhs till date by issuing notices and actively pursuing NI cases against the defaulters. He assured the Board that the Corporation will approach the collector for recovery of dues , as far as possible.
   
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The Chairman enquired about existing vacancies in the Corporation and mentioned that the role of the DPC constituted in the 107 Bd meeting should be restricted only for promotions and the scope of the committee should not include review of recruitment rules. M.D. informed that the promotions in the Corporation had not been effected for a long time and as a result the morale of the staff was affected and the employees union were actively pursuing the matter with the Management for ensuring promotions of various officials. He assured that the role of the DPC would be restricted only to deal with promotions. The Chairman enquired whether any assessment has been. made about the financial impact on the Corporation for raising retirement age from 58 to 60. M.D. informed that 2 employees of the Corporation who were to retire this year (2007) will get the benefit of increase in retirement age
   
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Chairman emphasized that the Corporation has to maintain minimum staff to reduce the overheads and no fresh recruitment should be done in the permanent category unless absolutely necessary .
     

Item No.3: Confirmation and ratification of appointment of Shri Gurudas Gauns, Mla (Pale) as Chairman Of The Corporation
     
The board noted the agenda item and passed the following resolution.
RESOLUTION No.1032  
     
"Resolved that the appointment of Shri Gurudas Gauns, MLA as Chairman of the Board of Directors of the Corporation vide Govt. Order No.15/16/80-ILD/Vol.l/ Part dated 5th July, 2007, be and is hereby confirmed and ratified."
     
"Further resolved that Form No.32 as required under the Companies Act, 1956 be filed with the Registrar of Companies, regarding the change in the Board of the Corporation."
     
"Resolved further, that the Managing Director be and is hereby authorized to take further necessary action in the matter."
     
Item No.4 : Re-Constitution Of The Board Of Directors Of The Company.
     
M.D. read out the notification issued by the Government of Goa for reconstitution of the Board of Directors of the Corporation and read out the names of the Directors and welcomed the newly appointed Directors on the board. After deliberating on the issue, the board passed the following resolution.

 

RESOLUTION NO. 1033
     
"Resolved that the reconstitution of the Board of Directors of the Corporation vide Order No.15/16/80-ILD.Vol.I Part dated 11.09.2007 be and is hereby confirmed and ratified." "Resolved that Form No.32 may be filed with the Registrar of Companies in respect of changes made in the Board of Directors" "Resolved further that the Managing Director be and is hereby authorized to take further necessary action in the matter"
     
Item No.5:  
TO CONSIDER AND APPROVE THE PROVISIONS MADE IN THE ACCOUNTS AND TO APPROVE THE PROFIT & LOSS ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2007 AND THE BALANCE SHEET DRAWN AS AT THAT DATE, ALONG WITH THE SCHEDULES AND NOTED ATTACHED THERETO
     

M.D. informed the board that during the year 2006-07, Corporation has shown good performance in all the activities and achieved a net profit of Rs.2.65 lakhs as compared to Rs.123.90 lakhs loss during the previous year 2005-06 and further informed the members that during the year 2007-08, efforts are made to target ,a good turnover and a net profit of approx. Rs.30 to 40 lakhs is expected to be achieved. After detailed discussion / deliberations, the accounts for the year ended 31ST March, 2007 were passed as per the following resolution.
     
RESOLUTION: 1034,
 
"Resolved that the following Provisions made in the Accounts for the year ended 31st March, 2007 be and is hereby approved.
     
(i)
Depreciation
Rs.6,78,568.00
     
A.
The following additions have been made to Fixed assets during the year 2006-2007 be and are hereby approved.
     
  Air Conditioner Rs.32,750.00
  Office Equipment Rs.32,773.00
  Furnitures & Fixtures Rs.61,337.00
     
B. APPROVAL OF ACCOUNTS  
     
The following Resolution may be passed  
   
RESOLUTION  
 
"Resolved that the draft Balance Sheets as at 3.03.2007 and the Profit & Loss Account with Schedules and Notes attached thereto, now placed before the Board be and are hereby approved and that Chairman of the Company, Shri Gurudas P. Gauns, Shri Nikhil U. Desai, Managing Director and Shri R.S. Parab, Manager(Accounts) of the Corporation, be and are hereby authorized to sign the same and the Accounts be submitted thereafter to the Statutory Auditors for their Report thereon".
     
Item NO.6 :
To approve draft directors report to shareholders for the year ended 31st march, 2007.
     

M.D. read out the agenda note and after brief discussion, the draft Directors' Report to shareholders for the year ended 31st March, 2007 were approved as per the following resolution .
     
RESOLUTION No.1035  
     
Resolved that the Draft Directors' Report in respect of the year ended 31st March, 2007 initiated by the Managing Director for the purpose of identification and submitted to this Meeting be and is hereby approved." "Resolved further, that the. Chairman be and is hereby authorized to sign and authenticate the same on behalf of the Board of Directors." It is further resolved that the Managing Director be and is hereby authorized to convene the Annual General Meeting within the Statutory period 'of 30.09.2007."
     
Item No.7 : Payment Of Bonus/Ex-Gratia To The Employees Of The Corporation For The Financial bear 2006-07
     
M. D. read out the agenda and informed that approval of Chairperson was obtained on file on 12.9.07 to make a provision of Rs. 6.86 lakhs towards payment of ex-gratia amount for the employees of the corporation during the financial year 2006-07. He submitted the matter was being placed before the directors for ratification and approval so that the balance sheet could be finalized before 30/9/2007 as was mandatorily required under the provision of companies Act.
     
Chairman brought to the notice of the members that since the code of conduct for the South Goa Parliamentary Election is in force, the agenda for the approval of exgratia / bonus for the employees of the corporation for the year 2006-07 should be deferred and may be considered on merits at the time of next board meeting. This suggestion was approved unanimously by the board of Directors.
 
Item No.8 : Transfer Of Nominee Share Of The Company
     
The Board noted the agenda item for the transfer of shares in the name of Shri Hanumant T. Toraskar, Under Secretary from Shri N. Suryanarayana and accordingly passed the following resolution.
     

RESOLUTION NO.1036  
     
"Resolved that a transfer of one share held by Shri N. Suryanarayana, Goa Civil Service Officer, Sr. Grade who has resigned from the Government Service may be transferred in the name of Shri Hanuman T. Toraskar, Under Secretary [Industries], Govt. of Goa.”
"Resolved further, that Managing Director be and is hereby authorized to take further necessary action in the matter."
     
Item No. 11 : To obtain Directors Identification Number[DIN] to our Directors
     
M.D. informed the board that as per the new amendment in the Companies Act, certain documents are required from the Directors to obtain the Directors' identification number for getting registration from the Registrar of Companies. After discussing the matter, the board of Directors assured that the required documents in the prescribed proforma along with photographs will be submitted at the earliest.
     
ANY OTHER MATTER
     
1)
Mr. Kenkre submitted that he had visited Mapusa Emporium and noted that it was in a poor condition and stated that the look and feel of the Emporia had to be upgraded. M.D. informed that most of the Emporia are located in GTDC residences and require considerable maintenance. He assured to look into the matter and carry out necessary repairs.
     
2)
M.D. circulated a letter No.TFD/HO/MD/2007-08 dated 24.08.07 received from Tribal Co-operative Marketing Development Federation of India, a Govt. of India Undertaking and informed the Board that various products manufactured by Tribals from all over the country was provided to GHRSSIDC for sale on Consignment basis at all the Aparant Emporia, and TRIFED gave a margin of 15% to the GSHRSSIDC. There was good response to the TRIFED products specially from foreign tourists. TRIFED had requested GHRSSIDC to allow small office space which will be manned by one official from TRIFED. M.D. further informed that the Corporation could take assistance from TRIFED to identify handicrafts produced by Goan tribes and use all India marketing channel of TRIFED to market Goan Tribal handicrafts. He also mentioned that giving office space to TRIFED would have no financial implications on GHRSSIDC Chairman suggested that the office space may be provided in any one Aparant Emporia instead of providing office space in GHRSSIDC Head Office. This suggestion was approved by the Board.