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Directors Report of Hella India Lighting Ltd. Company
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Directors Report of Hella India Lighting Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 54th Annual Report and the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2014 is summarized below:

(Rs. in Lakhs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR ENDED 31.03.2014 ENDED 31.03.2013

Profit/(Loss) after tax but before Depreciation & Interest 207.66 (245.10)

Less: Interest Nil Nil

Profit/(Loss) after tax & Interest but before Depreciation 207.66 (245.10)

Less: Depreciation 214.25 110.27

Profit/(Loss) after tax, Interest & Depreciation (6.59) (355.37)

Balance Brought Forward (1877.57) (1522.19)

Transfer from General Reserve to Profit and Loss Account Nil Nil

Balance carried over to the Balance Sheet (1884.16) (1877.57)

OPERATIONAL PERFORMANCE

During the period under review for 12 months, the Net Operational Revenue of the Company was at Rs. 9004.04 Lakhs as compared to the previous year Rs. 6803.77 Lakhs. The net loss during the period under report amounts to Rs. 6.59 Lakhs as compared to the previous year''s net loss of Rs. 355.37 Lakhs.

DIVIDEND

The Company has operational losses during the year and considering the huge accumulated losses of past years, your Directors do not recommend any dividend.

SUBSIDIARIES

During the year the Company did not have any subsidiary.

DIRECTORS

During the year, Mr. Akhilesh Kumar Maheshwari resigned as Director w.e.f. 26th September 2013.

Further, Mr. Avinash Razdan Bindra was retiring as a Director and he was reappointed as rotational Director in the previous Annual General Meeting which was held on 27th September 2013.

In the ensuing Annual General Meeting, Dr. Gunther Schmidt shall be retiring by rotation, being eligible, he has offered himself for the reappointment and which shall be placed before the members of the Company for re- appointment as Director liable to retire by rotation.

Pursuant to the provisions of Companies Act 2013, it is proposed to appoint Mr. Guido Johannes Christ and Mr. Avinash Razdan Bindra as Independent Director in the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149 of the Companies Act 2013, and under Clause 49 of the Listing Agreement with Stock Exchanges.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given in the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit and loss of the Company for the year under review.

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

d) That the Directors had prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDITORS &THEIR REPORT

The Statutory Auditors of the Company, M/s B S R&Co. (LLP), Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 139 (1) of the Companies Act, 2013 and related rules thereof.

The matter of emphasis given by the Auditors in their report has been noted and the comments of the Directors on the same were as under:

Auditor''s qualification read as under:

Basis of our examination of the records of the Company, undisputed statutory dues on account of Income Tax, Provident Fund and Employee''s State Insurance had not been regularly deposited with the appropriate authorities.

Management''s reply on auditor''s reservation/adverse remark read as under:

Your Company always try to adhere the statutory time lines provided for depositing the statutory dues. However, on certain occasions, due to unavoidable reasons, there were delays in depositing certain Statutory Dues. Your Company will take every step to avoid it in future and would also try to maintain high level of accuracy for such compliances.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956, during the year under review.

MODERNISATION OF DERABASSI PLANT

Considering the new business opportunities and to become a technology driven Company, your Company has invested in the modernization and up gradation of its Derabassi plant.

INDUSTRIAL RELATIONS

Relations with the work force of the Company at all location remained cordial throughout the year. The Directors wish to place on record their appreciation of the sincere and devoted efforts of the Management, Staff and Workers during the period under review.

STATUTORY DISCLOSURES

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure I and forms part of this report.

DELISTING OF SECURITIES

Securities Appellate Tribunal (SAT) by its order dated 27th May 2008 allowed the Company to delist its securities from BSE. Few shareholders had made an appeal in the Hon''ble Supreme Court of India against the SAT order. The matter was heard by Hon''ble court on 23rd July 2014 and the next hearing is expected on 25th August 2014.

OPERATIONS AT MAHIWALA PLANT, PUNJAB

Due to proposed modernization of Derabassi Plant in April - May 2013, few processes had been shifted to Mahiwala plant in Punjab (taken on lease by your Company). However, after the modernization, those processes were again transferred to Derabassi plant in current financial year. Hence the unit of Mahiwala, Punjab was closed in the month of May 2014.

COST AUDITOR FOR FINANCIAL YEAR 2014-15

Pursuant to "The Companies (cost records and audit) Rules, 2014", your Company is not required to appoint Cost Auditor for financial year 2014-15 as your Company is not falling under any of the criteria as prescribed under above rules.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibility. Accordingly, the Company places emphasis on compliance with pollution norms.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as Annexure II.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Clause 49 of Listing Agreement with Stock Exchanges is annexed as Annexure III titled as "Report on Corporate Governance" to this Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report as Annexure IV.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorized Dealers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your company is very much grateful to Hella KGaAHueck & Co. for their continuous support.

Your Directors sincerely wish to thank the workers, staff and executives of the Company for the continuous hard work putin by them.

For and on behalf of the Board of Hella India Lighting Limited

Sd/- Sd/- (Rama Shankar Pandey) (Gunther Schmidt) Managing Director Director (DIN: 02848326) (DIN: 03275140) Place: New Delhi Place: Lippstadt, Germany Date: 13th August 2014 Date: 25th August 2014


Mar 31, 2012

The Directors are pleased to present the 52nd Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs in Lakhs)

CURRENT PREVIOUS YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

Profit/(Loss) after tax but before Depreciation & Interest (164.12) 2822.82

Less: Interest 9.18 47.23

Profit/(Loss) after tax & Interest but before Depreciation (173.30) 2775.59

Less: Depreciation 142.90 210.92

Profit/(Loss) after tax, Interest & Depreciation (316.20) 2564.67

Balance Brought forward (1205.99) (3770.66)

Transfer from General Reserve to Profit & Loss Account Nil Nil

Balance carried over to the Balance Sheet (1522.19) (1205.99)

OPERATIONAL PERFORMANCE

During the period under review for 12 months, the company achieved a net sales turnover of Rs 5857.45 lakhs as compared to the previous year Rs 4831.03 Lakhs. The net loss during the period under report amounts to Rs 316.20 lakhs as compared to the previous year's net profit of Rs 2564.67 Lakhs.

DIVIDEND

The Company has operational losses during the year and considering the huge accumulated losses of past years your Directors do not recommend any dividend.

SUBSIDIARIES

The operations in M/s Chetan Genthe & Co. Pvt. Ltd. (Chetan) and M/s Bitoni Lamps Ltd. (Bitoni), subsidiaries of the Company had been discontinued since financial year 2006-07. With effect from 8 June 2011, Chetan has been struck off from the Register of Companies (ROC) and that company stands dissolved. In case of Bitoni, based on the correspondence with the ROC, the dissolution and striking off of this company by the ROC is imminent. Your company has accordingly decided not to consolidate the financial statements of Bitoni as required by the Listing Agreement with the stock exchange. We wish to confirm that there is no material impact on the Company's consolidated turnover, consolidated net profit after tax and consolidated earnings per share for the year ended 31 March 2012 as compared to the stand alone turnover, net profit after tax and earnings per share of the Company.

DIRECTORS

Mr. Anil Sultan had vacated the office of Alternate Director on 26th May 2011 on the return of Mr. Stephan Gerres in the state of Haryana where the meeting of the Board of Directors ordinarily held. Further, Mr. Anil Sultan was again appointed as an Alternate Director to Mr. Stephan Gerres by the directors in their meeting held on 30th May 2011.

To strengthen the Board, Mr. Avinash Razdan Bindra was appointed as an Additional Director on 30th May 2011 who was later on regularized by the shareholders in their meeting held on 30th August 2011.

On 20th September 2011, Mr. Anil Sultan, due to his preoccupancy, resigned from the Board as an Alternate Director. The Board wish to place on record their appreciation for the valuable knowledge, skills and support provided and shared by Mr. Anil Sultan during his tenure.

Since the tenure of Mr. Rama Shankar Pandey was only upto 31st December 2011 as Managing Director of the Company, the Board of Directors, in their meeting held on 14th November 2011, reappointed him as Managing Director for 3 years with effect from 1st January 2012.

Further, Mr. Stephan Gerres, due to his preoccupancy, resigned with effect from 29th May 2012 and Mr. Christof Johannes Droste was appointed with effect from 30th May 2012 to fill the casual vacancy as per Sec 262 of Companies Act, 1956.

In the ensuing Annual General Meeting, proposal to appoint all the three Casual Directors i.e. Mr. Guido Johannes Christ, Dr Gunther Schmidt and Mr. Christoph Johannes Droste, shall be placed to appoint them as Director liable to retire by rotation.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed. However, with respect to valuation of inventory of finished goods, the Company has followed the general practice i.e. Cost or Net realizable value, whichever is lower.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit/loss of the Company for the year under review.

c) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

AUDITORS & THEIR REPORT

The Statutory Auditors of the Company, M/s B S R & Co., Chartered Accountants, retire at the ensuing AGM and, being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations/remarks given by the Auditors in their report have been noted and the comments of the Directors on the same were as under:

Observation of Auditors: Attention is invited to note 39 of the financial statements wherein it is stated that the Company has decided not to consolidate the financial statements of its wholly owned subsidiary, M/s Bitoni Lamps Limited.

Comments of Directors: The Company had in earlier years applied to the Registrar of Companies (ROC) for dissolution and consequently striking off the names of its subsidiary i.e. Bitoni Lamps Limited (Bitoni), from the register of companies maintained by ROC.

The Company had received a letter from ROC dated 31 July 2009 stating that on the basis of the application of closure filed by the Company, the ROC is of the belief that Bitoni is not carrying on business and therefore unless the Company represents a reason to the contrary, the ROC would proceed further in accordance with provision of section 560 of the Companies Act, 1956 for dissolution and striking off Bitoni's name from the register of companies.

The Company has in the above cases continued to maintain its stand on dissolution of its subsidiary and has therefore decided not to consolidate the financial statement of its subsidiary as required by the Listing Agreement with the stock exchange.

Further, not consolidating these subsidiaries does not have material impact on the results of the Company as compared to the stand alone results of the Company;

Comment of Auditors: Undisputed statutory dues on account of Service tax has generally been regularly deposited with the appropriate authorities, though there have been slight delays in few cases. Undisputed statutory dues on account of Provident Fund, Employee's State Insurance and Sales-tax have not generally been regularly deposited with the appropriate authorities, though the delays in deposit have not been serious.

Comments of Directors: Your Company always try to adhere the statutory time lines provided for depositing statutory dues like Service tax, Provident Fund, Employee's State Insurance and Sales Tax etc. However, on certain occasions, due to unavoidable reasons, there were slight delays in depositing certain Statutory Dues. Your Company will take every step to avoid it in future and would also try to maintain high level of accuracy for statutory compliances.

Comment of Auditors: The Company has incurred cash losses in the current and immediately preceding financial year.

Comments of Directors : The performance of the Company is improving year by year now. Company is investing money for their future projects. Some of these expenses were having direct impact on the cash profits. Thus, the Company could not manage to get cash profit from operating activities in the current financial year. The company is expecting to reap the benefit of its current investment in the future.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under section 58A of the Companies Act, 1956, during the year under review.

INDUSTRIAL RELATIONS

Relations with the work force at Derabassi plant and Gurgaon Plant (warehouse) remained cordial throughout the year. The Directors wish to place on record their appreciation of the sincere and devoted efforts of the Management, Staff and Workers during the period under review.

STATUTORY DISCLOSURES

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure I and forms part of this report.

During the year under review, there was no employee of the Company who is covered under Report on particulars of the employee required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DELISTING OF SECURITIES

Securities Appellate Tribunal (SAT) by its order dated 27th May 2008 allowed the Company to delist its securities from BSE. Few shareholders had made an appeal in the Hon'ble Supreme Court of India against the SAT order. Hence, the matter is pending with the Hon'ble Supreme Court.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibility. Accordingly, the Company places emphasis on compliance with pollution norms.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as Annexure II.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Clause 49 of Listing Agreement with Stock Exchanges is annexed as a separate section titled as "Report on Corporate Governance" to this Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorized Dealers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your company is very much grateful to Hella KGaA Hueck & Co. for their continuous support.

Your Directors sincerely wish to thank the workers, staff and executives of the Company for the continuous hard work put in by them.

For and on behalf of the Board

Hella India Lighting Limited

Sd/-

Place: Gurgaon (Rama Shankar Pandey)

Date: 14th August 2012 Chairman


Mar 31, 2011

The Members,

The Directors are pleased to present the 51st Annual Report and the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2011 is summarized below:

(Rs. In Million)

CURRENT PREVIOUS YEAR ENDED YEAR ENDED 31.03.2011 31.03.2010

Profit/(Loss) after tax but 282.82 7.90 before Depreciation & Interest

Less: Interest 5.26 18.48

Profit/(Loss) after tax & Interest 277.56 (10.58) but before Depreciation

Less: Depreciation 21.09 6.40

Profit/(Loss) after tax, Interest & 256.47 (16.98) Depreciation

Balance Brought forward (377.07) (360.09)

Transfer from General Reserve to Nil Nil Profit & Loss Account

Balance carried over to the (120.60) (377.07)

OPERATIONAL PERFORMANCE

During the period under review for 12 months, the company achieved a net sales turnover of Rs. 480.90 Million as compared to the previous year Rs. 363.18 Million. The net profit/(loss) amounts to Rs. 256.47 Million for 12 months as compared to the previous year's net loss of Rs. (16.98) Million.

DIVIDEND

The Company still has operational losses during the year and considering the huge accumulated losses of past years and huge liabilities to be paid, therefore, your Directors do not recommend any dividend.

SUBSIDIARIES

The Company had in earlier years applied to the Registrar of Companies (ROC) for dissolution and consequently striking off the names of its subsidiaries, Chetan Genthe & Company Private Limited (Chetan) and Bitoni Lamps Limited (Bitoni), from the register of companies maintained by ROC.

In respect of Chetan, the Company received a notice dated 22 November 2010 from the ROC stating that unless the Company presents a reason to the contrary Chetan would be dissolved and its name would be struck off from the register maintained by ROC within three months of receiving such notice.

In the case of Bitoni, the Company had received a letter from ROC dated 31 July 2009 stating that on the basis of the application of closure filed by the Company, the ROC is of the belief that Bitoni Lamps Limited is not carrying on business and therefore unless the Company represents a reason to the contrary, the ROC would proceed further in accordance with provision of section 560 of the Companies Act, 1956 for dissolution and striking off Bitoni's name from the register of companies.

The Company has in both the above cases continued to maintain its stand on dissolution of its subsidiaries and has therefore decided not to consolidate the financial statement of its subsidiaries as required by the Listing Agreement with the stock exchange.

DIRECTORS

During the period under review, Mr. Carsten Hernig and Mr. Constantin Von Buelow resigned from the Board w.e.f. 10th September 2010 and 1st October 2011 respectively. The Board wish to place on record their appreciation for the valuable knowledge, skills and support provided and shared by Mr. Carsten Hernig and Mr. Constantin Von Buelow during their tenure. Consequent to the aforesaid resignations, Mr. Guido Christ was appointed as an Independent Director in place of Mr Carsten Hernig and Dr. Gunther Schmidt was appointed as Non Executive Director in place of Mr. Constantin Von Buelow, both w.e.f. 1st October 2010. The Board welcomed both the Directors and wished them all the best.

Also to strengthen the Board, Mr Avinash Razdan Bindra was appointed as an Independent Director w.e.f. 30th May 2011. Mr. Avinash Razdan Bindra was appointed as an Additional Director. Further, in accordance with the provisions of the Companies Act 1956 and the Articles of Association of the Company, Mr. Avinash Razdan Bindra - shall hold office as Additional Director till the commencement of ensuing Annual General Meeting (AGM). Mr. Avinash Razdan Bindra has also offered himself to be appointed as a Director in forthcoming AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of annual accounts for the financial year ended 31st March 2011; the applicable accounting standards have been followed. However, with respect to valuation of inventory of finished goods, the Company has followed the general practice i.e. Cost or Net realizable value, whichever is lower.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit/loss of the Company for the year under review.

c) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

AUDITORS & THEIR REPORT

The Statutory Auditors of the Company, M/s B S R & Co., Chartered Accountants, retire at the ensuing AGM and, being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations/remarks given by the Auditors in their report have been noted and the comments of the Directors on the same were as under:

Observation of Auditors : Attention is invited to note 18 of schedule 14 wherein it is stated that the Company has decided not to consolidate the financial statements of its wholly owned subsidiaries.

Comments of Directors: The Company had in earlier years applied to the Registrar of Companies (ROC) for dissolution and consequently striking off the names of its subsidiaries, Chetan Genthe & Company Private Limited (Chetan) and Bitoni Lamps Limited (Bitoni), from the register of companies maintained by ROC.

In respect of Chetan, the Company received a notice u/s 560(3) dated 22 November 2010 from the ROC stating that unless the Company presents a reason to the contrary Chetan would be dissolved and its name would be struck off from the register maintained by ROC within three months of receiving such notice.

In the case of Bitoni, the Company had received a letter from ROC dated 31 July 2009 stating that on the basis of the application of closure filed by the Company, the ROC is of the belief that Bitoni is not carrying on business and therefore unless the Company represents a reason to the contrary, the ROC would proceed further in accordance with provision of section 560 of the Companies Act, 1956 for dissolution and striking off Bitoni's name from the register of companies.

The Company has in both the above cases continued to maintain its stand on dissolution of its subsidiaries and has therefore decided not to consolidate the financial statement of its subsidiaries as required by the Listing Agreement with the stock exchange.

Further, not consolidating these subsidiaries does not have material impact on the results of the Company as compared to the stand alone results of the Company;

Comment of Auditors : Undisputed statutory dues on account of Provident Fund, Employee's State Insurance, Income tax and Service tax have generally been regularly deposited with the appropriate authorities, though there have been slight delays in few cases.

Comments of Directors : Your Company is always dedicated to maintain high level of accuracy with the statutory compliances and follows the statutory time lines provided for depositing statutory dues like Provident Fund, Employee's State Insurance etc. However, on certain occasions, due to unavoidable reasons, there were slight delays in depositing certain Statutory Dues. Your Company will take every step to avoid it in future.

Comment of Auditors : While the Company has incurred cash losses in the current financial year it had not incurred cash losses in the immediately preceding financial year.

Comments of Directors : The performance of the Company is improving year by year now. However, it is observed that the Company incurred cash loss of INR (66.26) lacs from operating activities in the current financial year. Whereas in immediately preceding financial year the Company was having cash profits of INR 8.64 lacs. It is to be informed that due to Faridabad Land sale activity, the Company had to incur heavy expenses to execute the sale of Faridabad property which includes brokerage, local taxes etc amounting to INR 74.64 lacs. In addition to above, various administrative and professional expenses were also incurred to complete the Faridabad deal. These expenses were having direct impact on the cash profits. Thus the Company could not manage to get cash profit from operating activities in the current financial year.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under section 58A of the Companies Act, 1956, during the year under review.

INDUSTRIAL RELATIONS

Relations with the work force at Derabassi plant remained cordial through out the year. The Directors wish to place on record their appreciation of the sincere and devoted efforts of the Management, Staff and Workers during the period under review.

STATUTORY DISCLOSURES

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure I and forms part of this report.

During the year under review, there was no employee of the Company who is covered under Report on particulars of the employee required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

SALE OF LAND AT FARIDABAD

As you are already aware that the Company entered into a Memorandum of Understanding for disposal of its Land & Building situated at Faridabad. Consequently, the company completed the transaction of sale of land & building during 2010-11 and also realized the entire sale consideration in the same financial year.

DELISTING OF SECURITIES

Securities Appellate Tribunal (SAT) by its order dated 27th May 2008 allowed the Company to delist its securities from BSE. Few shareholders had made an appeal in the Hon'ble Supreme Court of India against the SAT order. Hence, the matter is pending with the Hon'ble Supreme Court.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibility. Accordingly, the Company places emphasis on compliance with pollution norms.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as Annexure II.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Clause 49 of Listing Agreement with Stock Exchanges is annexed as a separate section titled "Report on Corporate Governance" to this Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorized Dealers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your company is very much grateful to Hella KGaA Hueck & Co. for their continuous support.

Your Directors sincerely wish to thank the workers, staff and executives of the Company for the continuous hard work put

For and on behalf of the Board

Sd/- Sd/-

(Rama Shankar Pandey) (Stephan Gerres) Managing Director Director

Place: New Delhi Date: 30th May 2011




Mar 31, 2010

The Directors are pleased to present the 50th Annual Report and the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2010 is summarized below:

(Rs. In Million)

CURRENT PREVIOUS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

Profit/(Loss) after tax but before Depreciation & Interest 7.90 (35.89)

Less: Interest 18.48 17.46

Profit/(Loss) after tax & Interest but before Depreciation (10.58) (53.35)

Less: Depreciation 6.40 4.10

Profit/(Loss) after tax, Interest & Depreciation (16.98) (57.45)

Balance Brought forward (360.09) (302.64)

Transfer from General

Reserve to Profit &

Loss Account Nil Nil

Balance carried over to the Balance Sheet (377.07) (360.09)

OPERATIONAL PERFORMANCE

During the period under review for 12 months, the company achieved a net sales turnover of Rs. 363.18 Million as compared to the previous year Rs. 235.7 Million. The net loss amounts to Rs. 16.98 Million for 12 months as compared to the previous years net loss of Rs. 57.45 Million.

DIVIDEND

Since your Company has accumulated losses and made losses during the year under review also, hence, your Directors do not recommend any dividend.

SUBSIDIARIES

Bitoni Lamps Limited and Chetan Genthe & Co. Pvt. Limited are the subsidiaries of the Company. The accounts of the subsidiary companies in terms of Section 212 of the Companies Act 1956 are annexed with the accounts of the Company. Bitoni Lamps Limited and Chetan Genthe & Co. Pvt. Limited are not carrying on any business and are under the process of striking off from the records of Concerned Registrar of Companies.

INCREASE IN PAID UP SHARE CAPITAL

The Company allotted on 16,h March 2010, 0.0000001% - 603630 Non-Convertible Non- Cumulative Redeemable Preference Shares of Rs 100/- each. Consequently, the Paid-up Shares Capital of the Company was increased from Rs 8,57,14,000/- to Rs 14,60,77,000/-. The allotment was also approved by the Shareholders of the Company in their meeting held on 19lh January 2010.

Presently the Paid-up Shares Capital of the Company Consists 31,71,400 Equity Shares of Rs 10/- each amounting to Rs 3,17,14,000/- (same as previous year) and 0.0000001% - 11,43,630 Non- Convertible Non-Cumulative Redeemable Preference Shares of Rs 100/- each amounting to Rs 11,43,63,000/- (previous year 5,40,000 Preference Shares of Rs 100/- each).

DIRECTORS

During the period under review, Mr Carsten Hernig was appointed as a Director, in the meeting of the Board of Directors held on 29,h May 2009, to fill up the casual vacancy due to the resignation of Mr V K Mathur w.e.f. 31s January 2009.

Dr. V. P. Juneja, an Independent Director of the Company, resigned from the Board of Directors of the Company w. e. f. 16"1 July 2009. Mr A K Maheshwari was appointed as an Independent Director w.e.f. 31st July 2009 to fill up the casual vacancy due to resignation of Dr V. P. Juneja.

Further Mr Rainer Krause resigned from the Board of Directors of the Company w. e. f. 27th October 2009. The Directors wish to place on record their appreciation for the contribution made by him during his tenure. Mr Rama Shankar Pandey was appointed to fill the Casual vacancy caused by resignation of Mr Rainer Krause w.e.f. 27th October 2009. The Board wish to welcome Mr Ramashankar Pandey on the Board.

Further during the year under review, Mr Martin Herbst also resigned from the Board of Directors of the Company w. e. f. 31s December 2009. The Directors wish to place on record their appreciation for the efforts and contribution made by him during his tenure.

Mr Stephan Gerres - Managing Director of the Company had resigned as Managing Director of the Company w.e.f. 1st January 2010. Further he wished to continue as Non-executive Director of the Company. The Board wish to place on record their appreciation for the valuable knowledge, skills and support provided by Mr Stephan Gerres as Managing Director. After resignation of Mr Stephan Gerres as Managing Director, Mr Rama Shankar was appointed as Managing Director of the Company w.e.f. 1sl January 2010 itself. The Board welcomed Mr Rama Shankar Pandey and wished him all the best.

Further in accordance with the provisions of the Companies Act 1956 and the Articles of Association of the Company, Mr. Carsten Hernig - Director of the Company will retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of annual accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed. However, with respect to valuation of inventory of finished goods, the Company has followed the general practice i.e. Cost or Net realizable value, whichever is lower.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDITORS & THEIR REPORT

The Statutory Auditors of the Company, M/s BSR & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations/remarks/qualification given by the Auditors in its report have been noted and the comments on the same were as under:

1. attention is invited to note 19 of schedule 14 with regard to certain transactions covered under section 297 of the Companies Act, 1956, in respect of which prior approval of the Central Government, as envisaged under that section has not been obtained;

Comments of Directors: The Company had planned to build the new building at Faridabad as a part of its expansion plan, but at the later stage your Company was of the opinion that it would be unviable to continue the expansion plan and decided to discontinue the construction of building and there was some building material which was unutilized. Mr. Stephan Gerres, who was the Managing Director of the Company at the time of default, was also the Director of Hella India Electronics Private Limited. Your Company had sold its unused construction material to Hella India Electronics Private Limited for cash at prevailing market rate. In few transactions, due to inadvertence, the transaction for sale of unused building material was concluded and the payment was made after some days and the Company, Mr Stephan Gerres and erstwhile Company Secretary of the Company became persons in default u/s 297 of the Act.

The persons in default have already applied for the compounding of aforesaid default u/s 621A of the Act.

2. As at 31 March 2010, the accumulated losses of the company are more than fifty percent of its net worth. While the Company has not incurred cash losses in the current financial year it had incurred cash losses in the immediately preceding financial year.

Comments of Directors: The Company is consistently trying to overcome the situation. The Company has performed well in current

financial year and made cash profit in the current financial year. To reduce its losses and enhance its capital the Company has converted its External Commercial Borrowing (ECB) of 0.9 Million Euro into Preference Share Capital resulting in saving of interest on the said ECB. Now the Company is focusing its business activities under the single manufacturing facility at Derabassi. The Company will be able to enhance profit margins by improved utilization of valuable resources in effective and efficient manner at its single manufacturing unit i.e. Derabassi. Therefore, management is very hopeful that company will overcome the situation and will not incur further losses.

3. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has used funds raised on short term basis, to the extent of Rs. 155,329,013 for long term investment.

Comments of Directors: During the year, the company had to use short-term funds for long- term purposes because of non-availability of long-term funds. The Company is planning to repay all its short term loans in this financial year. The substantial amount has already been repaid.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under section 58A of the Companies Act, 1956, during the year under review.

INDUSTRIAL RELATIONS

Relations with the work force at both the Units remained cordial through out the year except one incedent where some of the employees of the Faridabad plant had filed a suit in the month of July 2010 against the Company claiming certain dues as part of the closure process of the plant. However, the same was resolved amicably with workers. The Directors wish to place on record their appreciation of the sincere and devoted efforts of the Management, Staff and workers during the period under review.

STATUTORY DISCLOSURES

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure II and forms part of this report.

During the year under review, there was no employee of the Company who is covered under Report on particulars of the employee required in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. (Note : However an application for revision in remneration of Managing Director, w.e.f. 1st January 2010, is still pending with the Central Government and if approved, the approved remuneration may beyond the prescribed limit).

SALE OF LAND AT FARIDABAD

The unit of the Company situated at 14/6, Delhi Mathura Road, Sector 273, Faridabad, Haryana had been closed as the same was not feasible and unviable to carry on the business in Faridabad for the Company. The Company had decided to sell the aforesaid land. Consequently, the Company has entered into a Memorandum of Understanding on 3rd June 2010 for the selling of aforesaid land. The validity period of MOU is six months.

DELISTING OF SECURITIES

Securities Appellate Tribunal (SAT) by its order dated 27lh May 2008 allowed the Company to delist its securities from BSE. The Company had initiated the final formalities of delisting of securities with BSE. Some of the shareholders had made an appeal in the Honbie Supreme Court of India against the SAT order. Hence, the matter is pending with the Honbie Supreme Court.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibility. Accordingly, the Company places emphasis on compliance with pollution norms.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as Annexure I.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Clause 49 of Listing Agreement with Stock Exchanges is annexed as a separate section titled "Report on Corporate Governance" to this Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorized Dealers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your company is very much grateful to Hella KGaA Hueck & Co. for their continuous support.

Your Directors sincerely wish to thank the workers, staff and executives of the Company for the continuous hard work put in by them.

For and on behalf of the Board Sd/- Sd/-

Place: Gurgaon (Rama Shankar Pandey) (Constantin Von Buelow)

Date: 29th July 2010 Managing Director Director

 
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