Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 15th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2015.
Financial Results
The performance of the Company for the financial year is summarized as
under:
Rs in million
2014-2015 2013-2014
SALES (excluding excise duty) 684.98 785.62
Profit (before interest, dep. & tax) (8.91) 60.75
Exceptional Item (12.61) 2.68
Interest 105.27 93.38
Depreciation 36.09 34.80
Tax provision 7.31 (4.41)
Profit/Loss after tax (144.97) (65.70)
Dividend:
No dividend is recommended for this financial year by the Board due to
the losses in the Company
Operations:
Your Company's total turnover during the year under review was Rs.
684.98 million as compared to Rs. 785.62 million during the previous
year. Directors and Key Managerial Persons
Pursuant to section 203 of the Companies Act, 2013, Mr. Nitin Jain,
Managing Director, Mr. A.K. Goel, CFO and Ms. Monika Gupta, VP (Legal)
& Company Secretary, who were already in office before the commencement
of Companies Act, 2013, have been designated as Key Managerial
Personnel of the Company.
Mr. Milan Jain is liable to retire by rotation and being eligible offer
himself for reappointment.
Mrs. Suman Agrawal has been associated with the company as a director
for about 3 months. She resigned from the directorship of the company
with effect from November 21, 2014. The directors placed on record
their appreciation for the valuable advices given by them during her
tenure as an Independent Director of the Company.
Mrs. Kusum Garg was appointed as an Independent Director w.e.f February
13, 2015 and she shall hold office up to the date of ensuing annual
general meeting. The Company has received requisite notice in writing
from the member proposing Mrs. Kusum Garg as an Independent Director.
Mr. Vishal Kapoor has been associated with the company as a director
for about 1 month. He resigned from the directorship of the company
with effect from June 29, 2015. The directors placed on record their
appreciation for the valuable advices given by them during his tenure
as an Independent Director of the Company.
Mr. Vinay Panchamiya has been associated with the company as a director
for about 11 years. He resigned from the directorship of the company
with effect from April 24, 2015. The directors placed on record their
appreciation for the valuable advices given by them during his tenure
as an Independent Director of the Company.
Mr. Nitin Jain, Managing Director and Mr. Milan Jain, Executive Director
whose office of Managing Director and Executive Director is subject to
renewal with effect from May 23, 2016 and August 30, 2015 respectively,
and the board has proposed to reappoint them as Managing Director and
Executive Director respectively with effect from May 23, 2016 and August
30, 2015 respectively. Pursuant to the provisions of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Board has carried out
an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Commit- tees. The manner in
which the evaluation has been carried out has been explained in the
Corporate Governance Report.
The Independent director have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the
provisions of section 149 of the Companies Act, 2013 and the board is
also of the opinion that the independent directors fulfills all the
conditions specified in the Companies Act, 2013 making them eligible to
act as independent directors.
Brief resume of the directors re-appointed, nature of their expertise
in specific functional areas, names of companies in which they hold
directorships and memberships/chairmanships of board committees,
shareholding and relationships between directors inter-se, as
stipulated under clause 49 of the listing agreements with the stock
exchanges, are annexed elsewhere in this report.
Familiarization Programme for Independent Directors
The details pertaining to Familiarization Programme for independent
directors has been detailed in Annexure D.
Meetings
Seven meeting of the board of directors were held during the year. Four
further details please refer report on Corporate Governance of this
Annual report.
Independent Directors Meeting
During the year under review a separate meeting of the Independent
Directors of the Company was held on February 13, 2015, without the
presence of Non Independent Directors and members of management. The
Independent Directors reviewed the performance of Non-Independent
Directors and the board as a whole, performance of Chairperson of the
Company and assessed the quality, and timelines of flow of information
between the Company management and the board. All the Independent
Directors of the Company were present in the meeting.
Auditors and Auditors' report:
The Auditors, M/s R. Jain and Sanjay Associates, Chartered Accountants,
New Delhi retire at the ensuing Annual General Meeting and, being
eligible, offer themselves for reappointment for a period of one year
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s.
Bindal Anubhav & Associates, Practicing Company Secretary have been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure C to this report. The
report is self-explanatory and do not call for any further comments.
Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.lumaxauto.com under
investors/policy documents/Vigil Mechanism Policy link.
Risk management policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company. Corporate Social Responsibility
Section 135 of the Companies Act, 2013 lays down the criteria for the
constitution of Corporate Social Responsibility (CSR) Committee by a
Company and other applicable under the said provisions. As the Company
does not fulfill any of the criteria mentioned therein the provisions
of Corporate Social Responsibility are presently not applicable on the
Company and hence the Company was not required to comply with the same.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure F .
Internal Financial Control
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. During the year, such controls
were tested and no reportable material weaknesses in the design or
operation were observed.
Material changes and commitments after the end of financial year
There are no material changes and commitments affecting financial
position of the Company which have occurred between the end of the
financial year of the Company and date of the report.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
Particulars of contracts or arrangements with related parties
All the related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions, contracts, arrangements, including certain arm's length
transactions, during the year under review hence, the disclosure in
Form AOC 2 is not required.
Disclosure under the Sexual Harassment of Women at workplace
(Prevention, Prohibition And Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee. (Annexure B)
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
Cost Auditors
The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors
for conducting the cost audit for the financial year 2014-15 Management
Discussion and Analysis Report A report on Management Discussion and
Analysis as required under clause 49 of the listing agreement is
annexed elsewhere.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the auditors of the Company
confirming the compliance of Clause 49 of listing agreement is included
in the annual report. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
annexed as Annexure A.
Managerial Remuneration and other disclosures
Disclosure pursuant to section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Details of the ratio of the remuneration of each director to the median
employee's remuneration and other details as required pursuant to Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. (Annexure E)
During the year, there was no employee drawing remuneration in excess
of Rs. 60,00,000/- p.a. or Rs. 5,00,000/-/- p.m. Accordingly,
information required to be given pursuant to provisions of section 134
(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has
not been given here.
No director of the Company, including its Managing Director or
Whole-time Director, is in receipt of any commission from the Company.
Deposits:
The Company has not accepted deposit within the meaning of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
Transfer of amounts to Investor Education and Protection Fund
Pursuant to the provisions of Investor Education Protection Fund,
relevant amounts which remained unpaid or unclaimed for a period of 7
years have been transferred by the Company to the Investor Education and
Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amount laying with the Company as on 10/10/14 on
the Ministry of Corporate Affairs website.
Listing:
The equity shares of the Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges.
Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production were
monitored regularly at all the manufacturing plants and corrective
actions have been taken wherever needed.
Technology absorption:
In filter segment, the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan.
Foreign Exchange Earning and Outgo:
This information is given in notes to accounts at point No.7.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed (subject to qualification by
auditors in its report) along with proper explanation relating to
material departures;
(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 at the end of the financial year and of the profit and
loss of the company for that period;
(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; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful.
Acknowledgement:
The board wishes to thank the Company's esteemed customers, associates,
suppliers, its shareholders, investors and financial institutions for
their continued support and co-operation.
For & On behalf of the Board of Directors
Place: New Delhi U. K. Jain Nitin Jain
Date: 10/08/2015 Chairman Managing Director
Mar 31, 2014
Dear Members,
LUMAX AUTOMOTIVE SYSTEMS LIMITED
The Directors have pleasure in presenting the 14th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2014.
Financial Results
The performance of the Company for the financial year is summarized as
under:
Rs in million
2013-2014 2012-2013
SALES (excluding excise duty) 7785.62 1119.08
Profit (before interest, dep. & tax) 60.75 161.23
Exceptional Item 2.68 93.38
Interest 11.32 90.41
Depreciation 34.80 (4.41)
Tax provision 36.85 6.86
Profit/Loss after tax (65.70) 15.79
Dividend:
No dividend is recommended for this financial year by the Board due to
the losses in the Company
Operations:
Your Company''s total turnover during the year under review was
Rs.785.62 million as compared to Rs.1119.08 million during the previous
year.
Directors:
In accordance with the requirement of the Companies Act, 2013, Mr.
Umesh Kumar Jain is liable to retire by rotation and being eligible
offer himself for reappointment.
Mrs. Suman Agrawal was appointed as an additional director designated
as an Independent Director w.e.f August 26, 2014 and she shall hold
office up to the date of ensuing annual general meeting. The Company
has received requisite notice in writing from the member proposing Mrs.
Suman Agrawal as an Independent Director.
Mr. Prem Das Gandhi has been associated with the company as a director
for about 6 years and 3 months. He resigned from the directorship of
the company with effect from August 14, 2014. The directors placed on
record their appreciation for the valuable advices given by them during
his tenure as an Independent Director of the Company. The board of
directors of the Company has proposed the appointment of Mr. Rajendra
Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya, as independent
directors of the Company, for a period of 5 years, effective from the
date of their appointment, as such by the board. The Company has
received requisite notices in writing from member proposing Mr.
Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya for
appointment as Independent Director. Upon the approval of the
shareholders to their appointment, as an Independent Director, the
appointment of Mr. Rajendra Prasad Agrawal, Mr. Vinay Mansukhlal
Panchamiya and Mrs. Suman Agrawal, as such, shall be formalized by
Board by issuing a letter of appointment to them.
Brief resume of the directors re-appointed, nature of their expertise
in specific functional areas, names of companies in which they hold
directorships and memberships/ chairmanships of board committees,
shareholding and relationships between directors inter-se, as
stipulated under clause 49 of the listing agreements with the stock
exchanges, are annexed elsewhere in this report.
Auditors and Auditors'' report:
M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring
at the conclusion of the ensuing Annual General Meeting of the Company
and are eligible for reappointment and have confirmed that their
reappointment if made, shall be within the limits of the section 224
(1B) of the Companies Act, 1956. The board recommends the reappointment
of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Cost Auditors
The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors
for conducting the cost audit for the financial year 2013-14 Management
Discussion and Analysis Report
A report on Management Discussion and Analysis as required under clause
49 of the listing agreement is annexed elsewhere.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the auditors of the
Company confirming the compliance of Clause 49 of listing agreement is
included in the annual report.
Deposits:
During the year the Company has not accepted or invited any deposit
from public within the meaning of section 58A of the Companies Act,
1956 and the rules made there under. Particulars of Employees:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Director''s Report. However, having regard to
the provisions of section 219(1) (b) (iv) of the said Act, the Annual
Report excluding the aforesaid information is being sent to all the
members of the Company and others entitled thereto. Any members
interested in obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
Transfer of amounts to Investor Education and Protection Fund Pursuant
to the provisions of section 205A(5) and 205C of the Companies Act,
1956, relevant amounts which remained unpaid or unclaimed for a period
of 7 years have been transferred by the Company to the Investor
Education and Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amount laying with the Company as on 03/10/13 on
the Ministry of Corporate Affairs website.
Listing:
The equity shares of the Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges.
Disclosure u/s 217(1)(e):
Information as per section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Directors)
Rule, 1988, details are given below: Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production
were monitored regularly at all the manufacturing plants and corrective
actions have been taken wherever needed. Technology absorption:
In filter segment, the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan.
Foreign Exchange Earning and Outgo:
This information is given in notes to accounts at point No.7and 8.
Directors'' Responsibility Statement u/s 217(2AA):
Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors
based on the representation received from the operative management,
confirm that:
i) in the preparation of the annual accounts, all the applicable
accounting standards have been followed and there are no material
departures (Subject to point no. 4 (d) of the auditors report) ;
ii) they have, in the selection of the accounting policies, consulted
the statutory auditors and have 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 losses of the Company for that period;
iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of 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; and
iv) they have prepared the annual accounts on a going concern basis.
Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful.
Acknowledgement:
The board wishes to thank the Company''s esteemed customers,
associates, suppliers, its shareholders, investors and financial
institutions for their continued support and co- operation.
Place: New Delhi For & On behalf of the Board of Directors
Date : 26/08/2014
U. K. Jain Nitin Jain
Chairman Managing Director
Mar 31, 2013
To the members of LUMAX AUTOMOTIVE SYSTEMS LIMITED
The Directors have pleasure in presenting the 13th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2013.
Financial Results:
The performance of the Company for the financial year is summarized as
under:
Rs in million
2012-2013 2011-2012
SALES (excluding excise duty) 1119.08 1120.33
Profit (before interest, dep. & tax) 161.23 138.23
Exceptional Item 11.32 (22.26)
Interest 90.41 86.39
Depreciation 36.85 35.97
Tax provision 6.86 6.18
Profit/Loss after tax 15.79 31.95
Dividend:
After considering the long-term perspective of the finance need, your
Director''s has decided to reinvest the profits in the Company. Hence no
dividend is recommended for this financial year by the Board.
Operations:
Your Company''s total turnover during the year under review was
Rs.1119.08 million as compared to Rs. 1120.33 million during the
previous year.
Directors:
In accordance with the requirement of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Milan Jain and Mr. Rajendra
Prasad Agrawal are liable to retire by rotation and being eligible
offer themselves for reappointment. Brief resume of the directors
re-appointed, nature of their expertise in specific functional areas,
names of companies in which they hold directorships and
memberships/chairmanships of board committees, shareholding and
relationships between directors inter-se, as stipulated under clause 49
of the listing agreements with the stock exchanges, are annexed
elsewhere in this report.
Auditors and Auditors'' report:
M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring
at the conclusion of the ensuing Annual General Meeting of the Company
and are eligible for reappointment and have confirmed that their
reappointment if made, shall be within the limits of the section 224
(1B) of the Companies Act, 1956. The board recommends the reappointment
of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Cost Auditors:
The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors
for conducting the cost audit for the financial year 2012-13.
Management Discussion and Analysis Report: A report on Management
Discussion and Analysis as required under clause 49 of the listing
agreement is annexed elsewhere. Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the auditors of the Company
confirming the compliance of Clause 49 of listing agreement is included
in the annual report. Deposits:
During the year the Company has not accepted or invited any deposit
from public within the meaning of section 58A of the Companies Act,
1956 and the rules made there under.
Particulars of Employees:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the
Director''s Report.
However, having regard to the provisions of section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any members interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Transfer of amounts to Investor Education and Protection Fund: Pursuant
to the provisions of section 205A(5) and 205C of the Companies Act,
1956, relevant amounts which remained unpaid or unclaimed for a period
of 7 years have been transferred by the Company to the Investor
Education and Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amount laying with the Company as on 10/09/12 on
the Ministry of Corporate Affairs website. Listing:
The equity shares of the Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges. Disclosure u/s 217(1)(e):
Information as per section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Directors)
Rule, 1988, details are given below: Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production were
monitored regularly at all the manufacturing plants and corrective
actions have been taken wherever needed. Technology absorption:
In filter segment, the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan. Foreign Exchange Earning
and Outgo: This information is given in notes to accounts at point No.7
and 8. Directors'' Responsibility Statement u/s 217(2AA): Pursuant to
Section 217(2AA) of the Companies Act, 1956, the directors based on the
representation received from the operative management, confirm that: i)
in the preparation of the annual accounts, all the applicable
accounting standards have been followed and there are no material
departures (Subject to point no. 4 (d) of the auditors report) ; ii)
they have, in the selection of the accounting policies, consulted the
statutory auditors and have 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 profit of the Company for that period;
iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of 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; and iv) they have prepared the annual
accounts on a going concern basis. Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful. Acknowledgement:
The board wishes to thank the Company''s esteemed customers, associates,
suppliers, its shareholders, investors and financial institutions for
their continued support and co-operation.
Place: New Delhi For & On behalf of the Board of Directors
Date: 05/08/2013 U. K. Jain Nitin Jain
Chairman Managing Director
Mar 31, 2012
To the members of LUMAX AUTOMOTIVE SYSTEMS LIMITED
The Directors have pleasure in presenting the 12th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2012.
Financial Results:
The performance of the Company for the financial year is summarized as
under:
Rs in million
2011-2012 2010-2011
SALES (excluding excise duty) 1120.33 1114.57
Profit (before interest, dep., 138.23 141.48
exceptional item & tax)
Exceptional item (22.26) 6.04
Interest 86.39 77.13
Depreciation 35.97 43.72
Tax provision 6.18 2.94
Profit/Loss after tax 31.95 11.65
Dividend:
After considering the long-term perspective of the finance need, your
Director's has decided to reinvest the profits in the Company. Hence
no dividend is recommended for this financial year by the Board.
Operations:
Your Company's total turnover during the year under review was
Rs.1120.33 million as compared to Rs. 1114.57 million during the
previous year, showing a rise of Rs. 5.76 million.
Directors:
In accordance with the requirement of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Vinay Panchmiya and Mr.
Prem Das Gandhi are liable to retire by rotation and being eligible
offer themselves for reappointment.
Mr. Rajendra Prasad Agarwal has been appointed as an Independent
Director on May 26, 2012. Notice along with the Deposit of Rs. 500/ -
(Rs. Five Hundred Only) as required under section 257 of the Companies
Act, 1956 has been received by the Company from Mr. Rajendra Prasad
Agarwal signifying his candidature for the office of the director of
the Company liable to retire by rotation.
Brief resume of the directors re-appointed, nature of their expertise
in specific functional areas, names of companies in which they hold
directorships and memberships/chairmanships of board committees,
shareholding and relationships between directors inter-se, as
stipulated under clause 49 of the listing agreement with the stock
exchanges, are annexed elsewhere in this report.
Auditors and Auditors' report:
M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring
at the conclusion of the ensuing Annual General Meeting of the Company
and are eligible for reappointment and have confirmed that their
reappointment if made, shall be within the limits of the section 224
(1B) of the Companies Act, 1956. The board recommends the reappointment
of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Management Discussion and Analysis Report A report on Management
Discussion and Analysis as required under clause 49 of the listing
agreement is annexed elsewhere.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the auditors of the
Company confirming the compliance of Clause 49 of listing agreement is
included in the annual report.
Deposits:
During the year the Company has not accepted or invited any deposit
from public within the meaning of section 58A of the Companies Act,
1956 and the rules made there under.
Particulars of Employees:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Director's Report.
However, having regard to the provisions of section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any members interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Listing:
The equity shares of the Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges.
Disclosure u/s 217(1)(e):
Information as per section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Directors)
Rule, 1988, details are given below:
Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production were
monitored regularly at all the manufacturing plants and corrective
actions have been taken wherever needed. During the period the Company
has made additions in the machinery to the extent of Rs. 3.59 Crore.
Technology absorption:
In filter segment, the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan.
Foreign Exchange Earning and Outgo:
This information is given in notes to accounts at point No.7 and 8.
Directors' Responsibility Statement u/s 217(2AA):
Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors
based on the representation received from the operative management,
confirm that:
i) in the preparation of the annual accounts, all the applicable
accounting standards have been followed and there are no material
departures (Subject to point no. 4 (d) of the auditors report) ;
ii) they have, in the selection of the accounting policies, consulted
the statutory auditors and have 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 profit of the Company for that period;
iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of 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; and
iv) they have prepared the annual accounts on a going concern basis.
Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful.
Acknowledgement:
The board wishes to thank the Company's esteemed customers,
associates, suppliers, its shareholders, investors and financial
institutions for their continued support and co-operation.
For & On behalf of the Board of Directors
Place: New Delhi U. K. Jain Nitin Jain
Date: 10/08/2012 Chairman Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 10th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2010.
Financial Results :
The performance of the Company for the financial year is summarized as
under:
Rs in million
2009-2010 2008-2009
SALES (excluding excise duty) 1004.77 1000.45
Profit (before interest, dep. & tax) 87.29 103.57
(-) Interest 66.71 48.94
(-) Depreciation 56.80 39.58
(-) Prior Period Expenses 1.49 -
PROFIT /(LOSS) : (37.71) 15.05
(-) Tax provision 2.84 6.10
(+) Deferred tax credit 5.56 (0.44)
(+) Balance in the P&L A/c b/f 55.07 46.23
(+) Transfer from revaluation reserve 0.33 0.33
PROFIT - for appropriation 20.42 55.07
Appropriation :
Proposed equity dividend - -
Transfer to general reserve - -
Balance retained in P& L A/c 20.42 55.07
Dividend:
Considering the losses incurred by the Company during the year under
review, the board of directors has decided not to recommend the
dividend for this financial year.
Operations:
Your Companys total turnover during the year under review was Rs.
1004.77 million as compared to Rs. 1000.45 million during the previous
year, showing a rise of Rs. 4.32 million.
Directors:
In accordance with the requirement of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Vinay Panchmiya and Mr.
Prem Das Gandhi are liable to retire by rotation and being eligible
offer themselves for reappointment.
Mr. Virender Ganda has been associated with the Company as a director
for about 5 years and 5 months. He resigned from the directorship of
the Company with effect from October 23, 2009. The directors placed on
record their appreciation for the valuable advices given by him during
his tenure as an Independent Director of the Company.
Mrs. Kamlesh Jain has been associated with the Company as a director
for about 6 years. She resigned from the directorship of the Company
with effect from November 2, 2009. The directors placed on record their
appreciation for the valuable advices given by her during her tenure as
a Non-Executive Director of the Company.
Mr. Parmod Kumar Gupta has been appointed as an Independent Director on
August 31, 2010. Notice along with the deposit of Rs. 500/- (Rs. Five
Hundred Only) as required under section 257 of the Companies Act, 1956
has been received by your Company from Mr. Parmod Kumar Gupta
signifying his candidature for the office of the director of the
Company liable to retire by rotation. Mr. Milan Jain was appointed as
additional director on August 31, 2010 and has been designated as
Executive Director w.e.f. August 31, 2010. His appointment as
Executive Director is subject to the approval of members, and the board
recommends his appointment for the approval of members. Notice along
with the deposit of Rs. 500/- (Rs. Five Hundred Only) as required under
section 257 of the Companies Act, 1956 have been received by your
Company from Mr. Milan Jain signifying his candidature for the office
of the director of the Company liable to retire by rotation.
Brief resume of the directors proposed to be appointed/re-appointed,
nature of their expertise in specific functional areas, names of
companies in which they hold directorships and
memberships/chairmanships of board committees, shareholding and
relationships between
directors inter-se, as stipulated under clause 49 of the listing
agreements with the stock exchanges, are annexed elsewhere in this
report.
Subsidiary Company:
Lumax Magna Donnelly Automotive Mirrors Private Limited (LMD), a joint
venture company with Magna Donnelly Corporation, USA, has become the
subsidiary of the Company on 11th January 2007.
In compliance with the provisions of section 212 of the Companies Act,
1956, the audited statement of accounts along with Directorsà Report of
Lumax Magna Donnelly Automotive Mirrors Private Limited for the year
ended 31st March 2010, are annexed.
Consolidated Financial Statements:
As the Lumax Magna Donnelly Automotive Mirrors Private Limited
(subsidiary company) operates under severe long term restrictions which
significantly impair its ability to transfer funds to the Company, the
consolidated financial statements are not required to be prepared as
per AS -21.
Auditors and Auditors report:
M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring
at the conclusion of the ensuing Annual General Meeting of the Company
and are eligible for reappointment and have confirmed that their
reappointment if made, shall be within the limits of the section 224
(1B) of the Companies Act, 1956. The board recommends the
re-appointment of M/s R. JAIN & SANJAY ASSOCIATES as auditors of the
Company.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Management Discussion and Analysis Report:
A report on Management Discussion and Analysis as required under clause
49 of the listing agreement is annexed elsewhere.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directorsà Report and the certificate from the auditors of the Company
confirming the compliance of Clause 49 of listing agreement is included
in the annual report.
Deposits:
During the year, the Company has not accepted or invited any deposit
from public within the meaning of section 58A of the Companies Act,
1956 and the rules made there under.
Particulars of Employees:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the DirectorÃs Report.
However, having regard to the provisions of section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any members interested in obtaining such particulars may write
to the Company Secretary at the registered office of the Company.
Listing:
The equity shares of your Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges.
Disclosure u/s 217(1)(e):
Information as per section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Directors)
Rule, 1988, details are given below:
Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production were
monitored regularly at all the manufacturing plants and corrective
actions taken as needed. During the period the Company has made
additions in the machinery to the extent of Rs. 40.81 Lac.
Technology absorption:
In filter segment the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan.
Foreign Exchange Earning and Outgo:
This information is given in notes to accounts at point No.9 and 10.
Directors Responsibility Statement u/s 217(2AA):
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the directors
based on the representation received from the operative management,
confirm that: i) in the preparation of the annual accounts, all the
applicable accounting standards have been followed and there are no
material departures (Subject to point no. 4 (d) of the auditors report)
; ii) they have, in the selection of the accounting policies, consulted
the statutory auditors and have 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 profit of the Company for that period;
iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of 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; and iv) they have prepared the annual
accounts on a going concern basis.
Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful.
Acknowledgement:
The board wishes to thank the Companys esteemed customers, associates,
suppliers, its shareholders and investors for their continued
support and co-operation.
Place: New Delhi For & On behalf of the Board of Directors
Date: 31/08/2010
U.K. JAIN
Chairman & Managing Director
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