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Directors Report of Himachal Futuristic Communications Ltd.

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in crore)

Particulars 2013-2014 2012-2013

Gross Sales and Services 2057.27 617.31

Other Income 13.69 25.93

Profit/(Loss) before depreciation, 200.50 98.70

finance charges and taxation

Less: Depreciation & Amortisation 19.85 16.68

Finance charges 33.14 27.18

Profit/(Loss) before taxes 147.51 54.84

Provision for taxation 32.45 10.59

MAT credit entitlement (32.42) (10.55)

Profit/(Loss) for the year 147.48 54.80

Balance brought forward from 106.44 51.64 previous years

Proposed dividend on Preference 16.99 - Shares

Tax on proposed dividend 2.89 -

Balance carried to Balance Sheet 234.04 106.44



DIVIDEND

The Board of Directors has recommended a dividend of Rs.6.507- p.a. on each Cumulative Redeemable Preference Shares of Rs.100/- each for the period from 1st January, 2011 to 31st March, 2014 i.e. financial year 2010-11 to 2013-14 amounting to Rs.19.88 crore (inclusive of tax of Rs.2.89 crore). The dividend for financial year 2010-11 would be proportionate which is Rs.1.60 per preference share. The dividend payout is subject to the approval of members at the ensuing Annual General Meeting.

The dividend will be paid to those Preference Shareholders whose names appear in the Register of Preference Shareholders as on 15th September, 2014 within 30 days from the date of declaration.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Management Discussions and Analysis (MDA) Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES

M/s HTL Limited and M/s Moneta Finance Private Limited, continue to be the subsidiaries of your Company.

The Ministry of Corporate Affairs (MCA) vide its General Circular No. 2/2011 dated 8th February, 2011 has granted general exemption to all companies from attaching the annual accounts of the subsidiaries with the Annual Report of holding company, subject to compliance of conditions specified therein. As required under the said Circular, the Board of Directors of the Company at its meeting held on 14th August, 2014 has given its consent for not attaching the annual accounts of above subsidiary companies to the annual accounts of the Company. Accordingly, annual accounts of the subsidiary companies are not annexed to the annual accounts of the Company. The Central Government has however, prescribed specified information on the subsidiary companies, to be disclosed

as part of its consolidated financial statements. Such information is appearing at page no. 99 of this Annual Report. The Company has annexed audited consolidated financial statements of the Company and all its subsidiaries in the Annual Report.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Himachal Futuristic Communications Ltd. 8, Commercial Complex, Masjid Moth, Greater Kailash - II, New Delhi - 110048 and the same shall be sent by post.

The annual accounts of the above subsidiary companies and the related information shall be made available to the Shareholders of the Company as well as to the Shareholders of the subsidiary companies seeking such information at any point of time. The annual accounts of the above subsidiary companies shall also be kept open for inspection for any member of the Company at the Registered office and Corporate office of the Company as well as at the Registered office of the concerned subsidiary companies.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand-supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Dr. R M Kastia, Director retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Shri Mahendra Pratap Shukla is Independent Directorof the Company and has held the position as such for more than five years. It is proposed to appoint Shri Mahendra Pratap Shukla as an Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for two consecutive years for a term up to the conclusion of the 29th Annual General Meeting of the Company in the calendar year 2016. The Company has received requisite notice in writing from a member proposing Shri Mahendra Pratap Shukla for appointment as Independent Director.

The Company has received declaration from Shri Mahendra Pratap Shukla confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That the Directors have 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 of the Company for the year under review;

3. 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;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2014-15 for the approval of Shareholders.

The observations in the Auditors'' Report are self explanatory and do not call for any further comments. The Statutory Auditors in the Annexure to the Auditors'' Report has mentioned about a slight delay in deposit of statutory dues in few cases. In future, management will make all efforts to deposit the same in time.

COST AUDITORS

The Cost Audit Report from M/s SKG & Co., Cost and Management Accountants for financial year ended 31st March, 2013 was filed with Ministry of Corporate Affairs (MCA) on 5th September, 2013. The Board of Directors of the Company has appointed M/s SKG & Co., Cost and Management Accountants, 7-CAyodhya Enclave, Sector-13, Rohini, Delhi - 110085 as Cost Auditor of the Company for conducting the Cost Audit for financial year 2013-14. The Report of the Cost Auditor will be filed within the prescribed period.

PERSONNEL

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is set out in the Annexure-I and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of DirectorsII Rules, 1988 with respect to these matters is set out in Annexure- and forms part of this Report.

DEPOSITORY SYSTEMS

The Company''s script has come undercompulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.96% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Shri Mahendra Nahata as the Chairman and Shri M P Shukla and Shri S G Nadkarni as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken by the Company. The Committee shall recommend to the Board the amount to be spent by the Company on the CSR activities. The Committee shall also monitor the CSR Policy of the Company from time to time.

CANCELLATION OF THE LISTING OF THE GLOBAL DEPOSITORY RECEIPTS (GDRs)

The Company has voluntarily sought the delisting of its GDRs from London Stock Exchange and Luxembourg Stock Exchange. The GDRs listing have been cancelled from London Stock Exchange and Luxembourg Stock Exchange w.e.f. 21st March, 2014 and 23rd December, 2013 respectively consequent upon resignation by the Depository i.e. Bank of New York ("BNY Mellon"). The Company has not appointed any Successor Depository and has terminated the Deposit Agreement due to lack of liquidity with virtually no trading taking place and investors'' decreasing interest in depositary receipts.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt, of Himachal Pradesh, Govt, of Goa, IDBI Bank Limited, State Bank of India, Oriental Bank of Commerce, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all co-operations, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confidence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the officers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla Date: 14th August, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the fnancial year ended 31st March, 2013.

(Rs. in thousands) FINANCIAL RESULTS 2012-2013 2011-2012

Sales and Services 6173131 2638282

Other Income 259298 277451

Proft/(Loss) before depreciation, finance charges and taxation 986987 600389

Less: Depreciation & Amortisation 166765 150652

Finance charges 271816 334939

Proft/(Loss) before taxes 548406 114798

Provision for taxation 105930 7568

MAT credit entitlement (105530) (7056)

Proft/(Loss) for the year 548006 114286

Balance brought forward from previous years 516437 402151

Balance carried to Balance Sheet 1064442 516437

DIVIDEND

The Board of Directors have decided to conserve the fnancial resources of the Company and do not recommend any divided on equity and preference shares for the fnancial year ended 31st March, 2013.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Y L Agarwal, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That the Directors have 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 fnancial year and of the proft of the Company for the year under review;

3. That the Directors have taken proper and suffcient 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;

4. That the Directors have prepared the accounts for the fnancial year ended 31st March, 2013 on a ‘going concern'' basis.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The information and explanation on qualifcations/ observations in the Auditors'' Report are given in

Annexure – I

COST AUDITORS

The Board of Directors of the Company with the approval of Central Government has appointed M/s SKG & Co., Cost and Management Accountants, 7-C Ayodhya Enclave, Sector -13, Rohini, Delhi – 110085 as Cost Auditor of the Company for conducting the Cost Audit for fnancial year 2012-13. The due date for fling of the Cost Audit Report is 30th September, 2013.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to the date of this Report is set out in the Annexure-II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in Annexure-III and forms part of this Report.

DEPOSITORY SYSTEMS

The Company''s script has come under compulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.96% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance along with the Auditors'' Certifcate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt. of Himachal Pradesh, Govt. of Goa, IDBI Bank Limited, State Bank of India, Oriental Bank of Commerce, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all corporation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confdence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the offcers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 23rd August, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31 March, 2012.

(Rs. in thousands)

FINANCIAL RESULTS 2011-2012 2010-2011

Sales and Services 2638282 885526

Other Income 277451 131976

Profit/(Loss) before depreciation, finance charges and taxation 600389 768148

Less: Depreciation & Amortisation 150652 112246

Finance charges 334939 253539

Profit/(Loss) before taxes 114798 402363

Provision for taxation 7568 212

MAT credit entitlement (7056) _

Profit/(Loss) for the year 114286 402151

Balance brought forward from previous years 402151 -

Balance carried to Balance Sheet 516437 402151

DIVIDEND

The Board of Directors have decided to conserve the financial resources of the Company and do not recommend any divided on equity and preference shares for the financial year ended 31st March, 2012.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Arvind Kharabanda and Dr. R M Kastia, Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment. During the year under review, the IDBI Bank Limited vide its letter no. SS.CB/53/56/Nom.8 dated 14th February, 2012 has withdrawn the nomination of Shri R K Bansal from the Board of the Company and in his place appointed Shri S G Nadkarni as its Nominee Director w.e.f. 28th February, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That the Directors have 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 of the Company for the year under review;

3. 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;

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

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT

The information and explanation on qualifications/observations in the Auditors' Report are given in Annexure - I

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to the date of this Report is set out in the Annexure-II and forms part of this report.

CONSERvATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in Annexure-III and forms part of this Report.

DEPOSITORY SYSTEMS

The Company's script has come under compulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.92% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CORPORATE GOvERNANCE

A separate statement on Corporate Governance along with the Auditors' Certificate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt. of Himachal Pradesh, Govt. of Goa, IDBI Bank Limited, Unit Trust of India, State Bank of India, Oriental Bank of Commercial, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all corporation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confidence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the officers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 20th August, 2012 Chairman


Sep 30, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the Financial Year for eighteen months ended 30th September, 2010.

(Rs. in million)

FINANCIAL RESULTS 2009-2010 2008-2009

Sales and Services 3205.47 1435.25

Other Income 816.59 54.41

profit/(Loss) before depreciation, finance charges and taxation (3925.90) (1999.78)

Less : Depreciation & Amortisation 390.33 261.46

Finance charges 814.82 909.89

profit/(Loss) before taxes (5131.04) (3171.13)

Provision for taxation 0.46 4.21

Income tax for earlier years 1.14 -

Prior period adjustments (6.69) (8.58)

profit/(Loss) for the year (5125.95) (3166.76)

Balance brought forward from previous year (14899.02) (11732.26)

Accumulated losses transferred to the Business Reconstruction Account 20024.97 -

Balance carried to Balance Sheet - (14899.02)

DIVIDEND

In view of the loss incurred by the Company, your Directors do not recommend any dividend on equity and preference shares for the year ended 30th September, 2010.



FIXED DEPOSITS

The Company has not accepted any Deposits during the year.

DIRECTORS

Shri Arvind Kharabanda and Shri Y L Agarwal, Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for re- appointment. During the year under review Shri Y S Choudhary has resigned from the position of Director (Operations) and ceased to be a Director of the Company w.e.f. 30th May, 2009. However he is continuing with the Company as a Chief Executive officer of the Company w.e.f. 1st June, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of the accounts for the financial year ended 30th September, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That the Directors have 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;

3. That the Directors have taken proper and suffi cient 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;

4. That the Directors have prepared the accounts for the financial year ended 30th September, 2010 on a going concern basis.

AUDITORS

M/s. Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The information and explanation on qualifications/ observations in the Auditors Report are given in Annexure - I.

PERSONNEL

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to Company Secretary, at the Corporate Offi ce/ Registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in the Annexure-II and forms part of this Report.

DEPOSITORY SYSTEM

The Companys scrip have come under compulsory dematerialisation w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all investors. So far 99.78% of the shares have been dematerialised. The new ISIN no. allotted to the equity shares of the Company after the reduction of equity share capital is INE548A01028.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance along with the Auditors Certifi cate on its compliance is given as a part of the Annual Report.

VOLUNTARY DELISTING OF SECURITIES

As approved by the Shareholders at their Annual General Meeting held on 29th September, 2008, Company has filed necessary application for delisting of its equity shares from Delhi Stock Exchange Ltd. (DSE), The Calcutta Stock Exchange Association Ltd. (CSE), Jaipur Stock Exchange Ltd. (JSE) & Ludhiana Stock Exchange Ltd. (LSE) and preference shares from LSE. The Company has already obtained the delisting approval from all the above Stock Exchanges.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Government of Himachal Pradesh, Government of Goa, Industrial Development Bank of India, State Bank of India, Oriental Bank of Commerce, Unit Trust of India, Punjab National Bank, Bank of Baroda, Union Bank of India, Centurian Bank of Punjab Ltd. (now merged with HDFC Bank Ltd.) and other Banks and Institutions for all co-operation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confi dence you have reposed in this Company. The Directors also place on record their deep appreciation for the services rendered by the officers, staff and workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 28th February, 2011 Chairman

 
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