Home  »  Company  »  EMA India Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of EMA India Ltd.

Mar 31, 2019

BOARDS REPORT

To,

The Members

The directors have pleasure to present the 48th Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2019.

Financial Results:

The summarized financial results of the Company for the financial year ended 31st March, 2019 as compared to the previous year were as under:

(Amount in Rs,)

Particulars

F.Y. 2018-19

F.Y. 2017-18

Revenue from Operations

145000

768600

Other Income

3035678

913395

Total Income

3180678

1681995

Total Expenditure

5142852

6289392

Profit / (Loss) before Interest, Depreciation and Tax

(1617670)

(4225718)

Less: Finance Costs

1010

34465

Less: Depreciation and Amortization Expenses

343495

347214

Profit / (Loss) before Exceptional / Prior Period Items and Tax

(1962175)

(4607397)

Less: Exceptional Items

-

-

Profit / (Loss) before Tax

(1962175)

(4607397)

Less: Tax Expenses

-

-

Profit / (Loss) for the year

(1962175)

(4607397)

Other Comprehensive Income:

Add: Items that will not be reclassified to profit or loss

(2370009)

474305

Other Comprehensive Income for the year

(2370009)

474305

Total Comprehensive income for the year

(4332184)

(4133092)

State of Company''s Affairs:

The Company has shut down its manufacturing activities which results into uneconomical operations and disposing off the discarded and unviable machines, equipments and other assets of the Company.

Subsidiaries, Joint Ventures or Associate Companies:

The Company has no subsidiary, joint venture or an associate company. Accordingly, information in prescribed Form AOC-1 is not required.

Material Changes and Commitments:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

Change in the Nature of Business:

During the year under review, there were no changes in nature of the business of the Company.

Dividend:

Your Directors are not in a position to recommend dividend as the Company is incurring losses for past 10 years. Reserves & Surplus:

The loss of Rs. 4332184 incurred during the year has been adjusted under the head Reserves & Surplus of the Balance Sheet.

Directors & Key Managerial Personnel:

Ms. Rakshita Bhargava (DIN: 00234224), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment and the Board recommends her reappointment.

The Board considered for immense benefit to the Company and it is desirable to continue to avail services of Mr. Krishna Das Gupta (DIN 00374379) and Mr. Mahabir Prasad Sharma (DIN 06491244) as independent directors and proposed to shareholders to re-appoint them for another term of Five years in the ensuing AGM.

Ms. Ranjana Bhargava, Whole Time Director and also designate her as Chief Financial Officer of the Company was reappointed in the 46th Annual General Meeting of the Shareholders held on 25th September, 2017 for a period of three years and your Board also recommended to the shareholders re-appoint her for term or three years w.e.f. 1st April, 2020.

The brief resume of directors for seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies in which they hold directorship and/or membership/chairmanship of the committees of the Board, their shareholdings etc., as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is given in the Notice of the 48th Annual General Meeting.

Changes in Share Capital, if any

During the year under review, there is no change in the share capital of the Company.

Statutory Auditors & Audit Report:

Pursuant to provisions of Section 139 of the Act and Rules there under, M/s. Rishabh & Co., Chartered Accountants, Kanpur (FRN 010915C) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 46th Annual General Meeting of the Company held on 25th September, 2017, till the conclusion of the 51st Annual General Meeting to be held in the year 2022, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 of the Act requiring ratification has been omitted by the Companies (Amendment) Act, 2017, as notified by the Ministry of Corporate Affairs on 7th May, 2018 resolution seeking ratification of their appointment does not form part of the Notice convening the 48thAnnual General Meeting.

The report of Statutory Auditors does not require any comments from directors as there is no qualification, reservation, adverse remark or disclaimer.

Frauds reported by Auditors:

As per Section 143 of the Act the report of Auditors states that the Company has not committed any frauds during the year. Particulars of Loans, Guarantees or Investment:

There were no loans, guarantees or investments made by the Company under Section 186 of the Act during the year under review and hence the provisions of the said Section have been complied with.

Related Party Transactions:

The Company has not entered into any transactions with related party. Accordingly information in prescribed Form AOC-2 is not required.

Deposits:

1. Accepted during the year: NIL

2. Remained unpaid or unclaimed as at the end of the year: NIL

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year: NIL

b. Maximum during the year: NIL

c. At the end of the year: NIL Deposits not in compliance with Chapter V of the Act:

The Company has not accepted any deposits covered under the provisions of Section 73 of the Act and the Rules made there under.

Managerial Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details is given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of the director

Designation

DIN

Ratio

Ms. Ranjana Bhargava

Whole Time Director and CFO

00234421

14.07:1

2. Percentage increase in remuneration of each director, CFO and CS in the financial year:

Name of the director/CEO

Designation

DIN/PAN

Percentage increase

Ms. Ranjana Bhargava

Whole Time Director and CFO

00234421

10.71%

Ms. Namita Sabarwal

Company Secretary

FVUPS5879D

NIL

3. Percentage increase in the median remuneration of employees in the financial year: NIL

4. Number of permanent employees on the rolls of Company: 5

5. The Company is giving statutory increase in average remuneration of workers since the Company is incurring losses.

6. We confirm that the remuneration is as per the remuneration policy of the Company.

7. The Company has no employee including the directors of the Company who are in receipt of remuneration in excess of Rs.8.5 lakh per month or Rs. 102 lakh per annum.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company are available for inspection by members at the Registered Office of the Company 21 days before the Annual General Meeting, during business hours on any working days (Monday to Friday) of the Company upto the date of the ensuing Annual General Meeting. Any member who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on such request.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Act your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors had 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 and of the profit and loss of the Company at the end of the financial year;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Compliance of Secretarial Standards:

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by The institute of Company Secretaries of India and approved by the Central Government.

Declaration by Independent Directors:

The Company has received declaration from all the independent directors of the Company in accordance with the provisions of Section 149 of the Act, whose names are as under:

1. Mr. Krishna Das Gupta

2. Mr. Mahabir Prasad Sharma Audit Committee:

As per the Section 177 of the Act The audit committee consists of the following non-executive directors. The composition of Audit Committee is as under:

Name of the Director

Position held in the Committee

Category of the Director

Ms. Rakshita Bhargava

Chairperson

Non-Executive Non Independent Director

Mr. Krishna Das Gupta

Member

Non-Executive Independent Director

Mr. Mahabir Prasad Sharma

Member

Non-Executive Independent Director

Nomination comprises and Remuneration Committee:

As per the Section 178(1) of the Act, the Company''s Nomination and Remuneration Committee of following three Nonexecutive Directors:

Name of the Director

Position held in the Committee

Category of the Director

Mr. Krishna Das Gupta

Chairman

Non-Executive Independent Director

Mr. Mahabir Prasad Sharma

Member

Non-Executive Independent Director

Ms. Rakshita Bhargava

Member

Non-Executive Non Independent Director

Stakeholder Relationship Committee:

The members of Stakeholder Relationship Committee are as follows:

Name of the Director

Position held in the Committee

Category of the Director

Ms. Rakshita Bhargava

Chairperson

Non-Executive Non Independent Director

Mr. Krishna Das Gupta

Member

Non-Executive Independent Director

Mr. Mahabir Prasad Sharma

Member

Non-Executive Independent Director

Role of Nomination and Remuneration Committee:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director''s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

4. The Committee shall ensure that the remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

5. Regularly review the Human Resource function of the Company and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time

6. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time and make reports to the Board as appropriate.

7. Such other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

Remuneration Policy:

1. The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board Meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

2. The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board of Directors attended by them.

Annual Evaluation of Board of its own performance, of its Committees and Individual Directors:

The Company has established a framework for performance evaluation in line with applicable regulatory provisions and in compliance with the Act and the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. A detailed discussion followed on the basis of the aforesaid criteria and the Board collectively agreed that the Board and all its Committees fulfilled the above criteria and positively contributed in the decision making process at the Board/Committee level.

The Board has evaluated the performance of all the individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Committee has reviewed the performance of all the individual directors (Independent Directors, Non-Independent Directors and the Chairperson of the Company) based on their knowledge, level of preparation and effective participation in meetings, understanding of their role as Directors, etc.

The Independent Directors of the Company have also reviewed the performance of the Non- Independent Directors, the Chairperson and the Board. Structured questionnaires were evolved and used by the reviewers to assess Board effectiveness and for evaluation of Non-Independent Directors, Independent Directors, Committees and Chairperson. The Board would use the results of the evaluation process to improve its effectiveness in the best interest of the Company.

Corporate Social Responsibility:

The provisions of Corporate Social Responsibility under the Act are not applicable to the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A) Conservation of Energy:

The operations of the Company are not energy intensive therefore no capital investment has been made on energy conservation equipments during the year. The Company has endeavored to conserve energy consumption, wherever feasible and has not utilized alternate sources of equipments.

B) Technology Absorption:

No new technology has been imported during last 5 years. However, the technology for Transistorized Converters, other equipments and parts of Induction Heating Machines imported has been fully absorbed.

The industry has been under recession from past many years due to which manufacturing is unviable at low volumes and as a result of which Company is incurring losses from its manufacturing activities and has shut down manufacturing activities and dispose off plant and machinery.

C) Foreign Exchange Earnings and Outgo:

The details of earnings and outgo in foreign exchange are as under:

1. Foreign exchange outflows: Rs. 1.71 lakhs (previous year Rs. 1.46 lakhs)

2. Foreign exchange inflows: NIL (previous year NIL)

Extract of Annual Return:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act and rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year ended 31st March, 2019 is appended as ANNEXURE-A to this Report.

Details of Board Meeting Held during the Year:

No. of Board Meetings held during the year: 4

Date of Board Meeting

17.05.2018

24.07.2018

02.11.2018

07.02.2019

No. of directors present

4

4

4

4

Secretarial Audit Report:

Pursuant to the provisions of Section 204(1) of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 7th February, 2018 had appointed M/s. K.N. Shridhar & Associates, Company Secretaries, Kanpur for conducting the Secretarial Audit of the Company for the financial year 2017-18. However, M/s. K.N. Shridhar & Associates had resigned as Secretarial Auditor of the Company w.e.f. 27th January, 2019 due to their pre-occupation.

Further, the Board of Directors in its Meeting held on 7th February, 2019 appointed Mr. Awashesh Dixit, Company Secretary in Practice (CP. No. 15398), Kanpur as the Secretarial Auditor, for conducting the Secretarial Audit of the Company and furnishes his report to the Board.

The Secretarial Audit Report forms part of this Report as ANNEXURE-B. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report for the year under review.

Internal Auditor:

M/s. Shishir Saxena and Co., Chartered Accountants, having office at 502, Gopala Chambers, 14/123, Parade, Kanpur (U.P.) - 208001 were appointed as the Internal Auditor of the Company for the financial year 2019-20.

Vigil Mechanism:

As per Section 177(9) and (10) of the Act, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

Adequacy of Internal Financial Controls:

The Company has, in all material respects, an adequate system of internal controls over financial reporting and such internal controls over financial reporting were operating effectively as at 31st March, 2019.

Management Discussion and Analysis Report:

The Company is facing losses from the last few years, the Company has shut down its manufacturing activities due to continued recession in industry which results into uneconomical operations and disposing off the discarded and unviable machines, equipments and other assets of the Company.The Company has adequate internal controls commensurate to the size of the Company.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company''s operations in future.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy and during the year no complaints have been received from them.

Risk Management Policy and Identification of Key Risks:

The Management of the Company has framed risk management policy and identified the key risks to the business and its existence. There are no risks identified that may threaten the existence of the Company.

Cost Record:

Maintenance of cost record as specified by Central Government under section 148 (1) of Companied Act. 2013 is not required to the Company.

Acknowledgement:

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, Staff and Workers of the Company.

On behalf of the Board

Ranjana Bhargava Rakshita Bhargava

Whole Time Director Director

DIN: 00234421 DIN: 00234224

Address: 28-Chandra Vihar, Address: 28-Chandra Vihar,

Lakhanpur, Kanpur-208002 Lakhanpur, Kanpur-208002

Place: Kanpur

Date: 7th May, 2019 Profit / (Loss) before Tax


Mar 31, 2014

Dear members,

The Directors are pleased to present the Forty-third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

Operations:

Due to slowdown in economy and heavy competition, the Company could achieve turnover Rs. 214.32 lacs as compared to Rs. 370.82 lacs previous year. The net loss for the year after meeting expenditure and providing for depreciation, the Company has incurred loss of Rs. 23.27 lacs for the year as against Rs. 71.15 lacs during the previous year

Dividend:

In view of the adverse business conditions and current year losses, your Directors are unable to recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956 Mr K.D. Gupta and Dr. Atul Kapoor retire from the Board by rotation and being eligible offer themselves for reappointment Your Directors recommend their reappoinment / appointment as Independent Directors under the provisions of new Companies Act, 2013. Mr. M.P. Sharma has been appointed as Additional Director during the year. The Board recommends his appointment as lndependent Director Mr. Alok Nagory has resigned from the directorship of the company.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 and of the loss of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors:

M/s. B. C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act. 1956 are eligible for re-appointment.

Secretarial Compliance Certificate:

Pursuant to provison to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2013-14 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor:

Vide notification dt 03.06.2011, in exercise of the powers conferred by Section 642(1)(b) read with Section 209(1)(d) of the Companies Act, 1956, the Company has been subjected to Cost Audit by a Cost Accountant to be submitted to the Central Government within 180 days of the close of Company''s financial year 2012-13 after getting it approved by the Board of Directors Now the company is not subject to cost audit under the Companies (Cost Records & Audit) Rule, 2014 it is however, re-appointing Rakesh Misra & Company Cost Accountants subject to applicability of Companies (Cost Records & Audit) Rules 2014 including any amendment or modification thereof.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares:

The Company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

It has been the endeavour of the Company to keep industrial relations cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board

P.K. BHARGAVA Chairman & Managing Director Place: Kanpur DIN No 00268103 Dated: 31.07.2014


Mar 31, 2013

TO THE MEMBERS :

The Directors are pleased to present the Forty-second Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

Operations :

Due to slowdown in economy and heavy competition, the Company could achieve gross turnover of Rs. 356.72 lacs as compared to Rs. 512.63 lacs previous year. The net loss for the year after meeting expenditure and providing for depreciation, Rs. 89.28 lacs for the year as against Rs 10.60 lacs during the previous year.

Dividend :

In view of the adverse business conditions and current year losses, your Directors are unable to recommend any dividend for the year under review.

Directors :

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Mr. Alok Nagory and Ms. Rakshita Bhargava retire from the Board by rotation and being eligible offers themselves for reappointment. Your Directors recommend their reappointment.

Directors'' Responsibility Statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 and of the loss of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a ''going concern'' basis.

Auditors :

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act, 1956 are eligible for re-appointment.

Secretarial Compliance Certificate :

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2012-13 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor :

Vide notification dt 03.06.2011, in exercise of the powers conferred by Section 642(1 )(b) read with Section 209(1 )(d) of the Companies Act, 1956, the Company has been subjected to Compliance Report by a Cost Accountant to be submitted to the Central Government within 180 days of the close of Company''s financial year 2012-13 after getting it approved by the Board of Directors. The Compliance Report of the Cost Accountant engaged by the Company for this purpose is under process. The Company has now been subjected to regular Cost Audit under the provisions of the Companies Act, 1956 w.e.f. 01.04.2012.

Disclosure of Additional Information :

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The Company''s joint venture EMA Megatherm Induction Equipments Private Limited could not commence any business activity since its inception. Accordingly the Company has decided to shutdown the above company.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares :

The Company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations :

It has been the endeavour of the Company to keep industrial relations cordial.

Acknowledgements :

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

By Order of the Board

P. K. BHARGAVA

Place : Kanpur Chairman & Managing Director

Date : 28.05.2013


Mar 31, 2012

TO THE MEMBERS:

The Directors are pleased to present the Forty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

Operations:

During the financial year under review, the Company with its efforts for affective remedial measures, cost reduction, improvement in operational efficioncies &assets utilization could achieve better business conditions as compared to previous year. The Company had also disposed off the vacant / Unutilized land and building of Plant shuated at 19th Km Stone, Village Maharalpur. P.O. Tatiyagaraj, G.T. Raod, Mandhana, Kanpur of the best available market price. with these efforts and continuing adverse business conditions, the company during the year 2011-12, achieved a turnover of Rs. 512.63 lacs as against Rs. 470.23 lacs in the previous year and the net book loss before tax for the year could be brought down to Rs. 10.60 lacs as against Rs. 135.94 lacs during the previous year.

Dividend:

In view of the adverse business conditions and slow down in the industry and to conserve resouces for the business requirements, your Directors do not recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Dr. G.N. Mathur and Mr. K.D Gupta retires from the Board by rotation and being eligible offers thenselves for reappointment. Your Directors recommend their reappointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 and of the loss of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors & Auditors Report:

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

Secretarial Compliance Certificate:

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2011-12 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor:

Vide notification dt 03.05.2011, in exercise of the powers conferred by Section 642(1)(b) read with section 209(1)(d) of the Companies Act, 1956, the Company has been subjected to Compliance Report by a Cost Accountant to be submitted to the Central Government within 150 days of the close of Company's financial year 2011-12 after getting it approved by the Board of Directors. The Compliance Report of the Cost Accountant enagaged by the Company for this purpose is under process. The Company has now been subjected 10 regular Cost Audit Under the Provisions of the Companies Act, 1956 w.e.f. 01.04.2012.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares:

The Company's shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

By Order of the Board

Place : Kanpur P.K. BHARGAVA

Date : 29.05.2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS:

The Directors are pleased to present the Fortieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March 2011.

Operations:

During the financial year under review, the Company faced adverse business conditions for fourth successive financial year. The best way to survive in this situation was to take effective remedial measure and the Company continued to focus its attention on cost reduction efforts, improvement in operational efficiencies & assets utilization as well as to conserve cash for financial safe guard. With these efforts, though the Company could achieve a turnover of Rs. 47.02 million during the year 2010-11 as against Rs. 35.33 million in the previous year yet the net loss of the Company was Rs 9.25 million during the year 2010-11 as against Rs. 7.42 million in the previous year. However order booking look very encouraging for current financial year.

Dividend:

In view of the operational loss during the year and in order to conserve resources to meet the business requirements, your Directors do not recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Dr. Atul Kapoor retires from the Board by rotation and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed except as given elsewhere in this report;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 and of the loss of the Company for the year;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors & Auditors Report:

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting .having furnished the requisite certificate U/s 224 (1 -B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

In respect of observation made by the Auditors in their report, your directors wish to state that it has been decided to continue LIC Group Gratuity cum Life Assurance Fund. However in view of losses, incremental gratuity liability towards past services due to enhancement of limits has not been provided for and shall be met as and when arise.

Secretarial Compliance Certificate:

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2010-11 obtained from the Company Secretary in Practice is attached to the Annual Report.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

The particulars of employees as required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, are set out in the Annexure to the Directors' Report. However as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts excluding the aforesaid information are being sent to all the shareholders of the Company. Any shareholder desirous of obtaining such particulars may write to the Company at the Registered Office of the Company.

Listing of Shares:

The Company's shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board P. K. BHARGAVA Chairman & Managing Director

Place : Kanpur Date : 17.05.2011


Mar 31, 2010

The Directors are pleased to present the Thirty-ninth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31s1 March 2010.

Operations :

During the financial year under review, the Company had faced adverse business conditions for third successive financial year. The best way to survive in this situation was to take effective remedial measure and the Company continued to focus its attention on cost reduction efforts, improvement in operational efficiencies & assets utilization as well as conserve cash for financial safeguard and improve its margins. With these efforts, though the Company could achieve a turnover of Rs. 35.33 million during the year 2009-10 as against Rs. 62.60 million in the previous year yet the net loss of the Company was reduced to Rs 7.42 million as against Rs. 11.34 million in the previous year.

However with the revival of Auto industry, the trend of enquiries and order booking are very encouraging for current financial year.

As reported last year, in its endeavour to develop economical, new & innovative products & explore new market, your company has entered into a new Joint Venture with another well renowned manufacturing company namely Megatherm Electronics Pvt. Ltd., Kolkata and is hopeful of getting benefited with their expertise & market potential for future growth of the Company.

Dividend :

In view of the operational loss during the year and in order to conserve resources to meet the business requirements, your Directors do not recommend any dividend for the year under review.

Directors :

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Ms. Rakshita Bhargava retires from the Board by rotation and being eligible offers herself for reappointment. Your Directors recommend her reappointment.

Directors Responsibility Statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

II. 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 and of the loss of the Company for the year;

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors :

Messers B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting .having furnished the requisite certificate U/s 224 (1 -B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

Secretarial Compliance Certificate :

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2009-10 obtained from the Company Secretary in Practice is attached to the Annual Report.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to the Report.

The particulars of employees as required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, are set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts excluding the aforesaid information are being sent to all the shareholders of the Company. Any shareholder desirous of obtaining such particulars may write to the Company at the Registered Office of the Company.

Listing of Shares:

The Companys shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board

Place : Kanpur P. K. BHARGAVA

Date : 29.04.2010 Chairman & Managing Director

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X