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Directors Report of Majestic Auto Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you the 41st Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS: (Rupees in Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Operational Income (Gross) 10462 15343

Profit before Depreciation and Financial cost 7719 1643

Less : Financial Cost 1481 1261

Depreciation 1503 1472

Net Profit Before Tax 4735 (1090)

Less : Tax Expenses (1246) (505)

Profit After Tax 5981 (585)

Add : Balance Brought Forward 5695 6280

Profit Available for Appropriations 11676 5695

Basic and Diluted Earnings Per Share (Rs.) 57.52 (5.63)

OPERATIONS

During the year under report, your Company has registered turnover of Rs.10,462 lacs as compared to Rs.15,343 lacs in the previous financial year. The Company earned a net profit of Rs.5981 lacs as compared to a net loss of Rs.585 lacs in the previous financial year.

The depreciation has increased from Rs.1,472 lacs to Rs.1,503 lacs and Employee Benefit Expenses also increased from Rs.2,141 Lacs to Rs.2,307 Lacs due to skilled and unskilled labour cost for starts of commercial production at Greater Noida. During the current financial year, the sale of Mufflers of the Company decreased by 85% due to lesser demand from the Customers. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

The management is confident that with its visionary approach and meticulous planning, the company will be moving the way ahead in this competitive market.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

BOARD OF DIRECTORS

At the ensuing Annual General Meeting (AGM), Ms. Aashima Munjal retires by rotation and being eligible, offers herself for re- election. The notice convening the ensuing AGM includes the proposal for her re-appointment as director.

Sh. Harjeet Singh Arora, Sh. G.P. Sood, Dr. M.A. Zahir & Major S.S. Khosla, independent directors on the Board, hold the office of director liable to retire by rotation, as per the resolution passed by the shareholders under the provisions of Companies Act, 1956. In terms of section 149 of the Companies Act, 2013, the independent directors are not liable to retire by rotation and can hold office for a consecutive tenure of five years. The Board has decided to re-appoint all the independent directors at the ensuing AGM as independent directors for a period of five years. All the independent directors have affirmed that they satisfy the criteria laid down under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2014 and of the net profit earned by the Company for financial year ended March 31, 2014 ;

iii) That proper and sufficient care has been taken 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;

iv) That the annual accounts for the year ended March 31, 2014 has been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance alongwith the Auditors'' Certificate on its compliance as a part of this report is annexed hereto as Annexure II.

HOLDING COMPANY

The Holding Company, M/s Anadi Investments Private Limited is holding 7,757,687 equity shares in the company of Rs.10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2014.

SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-15 have been paid to them well before the due date i.e. April 30, 2014. The Company has also paid the annual custodian fees for the year 2014-15 in respect of Shares held in dematerialized mode to NSDL & CDSL.

FIXED DEPOSITS

Deposits outstanding as on March 31, 2014 amounted to Rs. Nil. All deposits that matured during the year were repaid.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2013-2014. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming. The Company continues to maintain the ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness of all functions.

AUDITORS

The Statutory Auditors M/s B.D. Bansal & Co., hold office until the conclusion of the ensuing Annual General Meeting (AGM).

M/s. B.D. Bansal & Co. has been the statutory auditors of the Company for the last several financial years. In terms of the transition provision of Section 139 of the Companies Act, 2013, it is proposed to appoint M/s. B.D. Bansal & Co as Statutory Auditors of the Company for a period of three years from the conclusion of the ensuing 41st AGM until the conclusion of the 44th AGM. Necessary resolution in this regard has been included in the notice convening the AGM.

M/s. B.D. Bansal & Co have confirmed that their appointment, if made, would be within the limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made thereunder. M/s. B.D. Bansal & Co have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India.

AUDITORS'' REPORT

As regards the Auditors'' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

COST AUDITORS

The Cost Auditors'' Report for the financial year 2013-14 will be forwarded to the Central Government in pursuance of the provisions of the Companies Act, 1956.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, disclosure of the same is not required in this Report.

PERSONNEL

As on March 31, 2014, the total number of employees on the records of the Company was 607. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social Responsibility (CSR) Committee on August 14, 2014 comprising Dr. M.A. Zahir as Chairman and Maj. S.S. Khosla and Mr. Mahesh Munjal as other members. The said Committee has been entrusted with the responsibility of formulating and recommending CSR policy indicating the activities to be undertaken by the Company, monitoring and implementation of the framework of CSR policy and recommending the amount to be spent on CSR activities.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on Behalf of the Board of Directors

Place : Ludhiana (Mahesh Munjal) Date : 14.08.2014 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting to you the Thirty Ninth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Operational Income (Gross) 18664 16532

Profit before Depreciation and Financial cost 4312 2456

Less : Financial Cost 1376 718

Depreciation 1270 926

Net Profit Before Tax 1666 812

Less : Provision for Taxation

- Deferred Tax (225) 97

: Provision for Wealth Tax 7 7

: Prior Years Tax Adjustments (31) (1)

Profit After Tax 1915 709

Add : Balance Brought Forward 4365 3656

Profit Available for Appropriations 6280 4365

APPROPRIATIONS

Balance carried to Balance Sheet 6280 4365

Basic and Diluted Earnings Per Share (Rs.) 18.42 6.82

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 18664 lacs as compared to Rs. 16532 lacs in the previous financial year. The Company earned a net profit before tax of Rs.1666 lacs as compared to a net profit before tax of Rs. 812 lacs in the previous financial year. During the year the company has enhanced its existing capacity in the electrical & other segments and during the year the total capital outlay was Rs.1926 lacs. The Funds requirements are being met by way of term loans and internal accruals. Due to the substantial capital out lay financial expenses have increased from Rs.718 lacs in the previous year to Rs.1376 lacs in the current year and depreciation has also increased from Rs. 926 lacs to Rs. 1270 lacs. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

The company has commenced shifting of its electrical segment operations to Greater Noida from its existing location at Ludhiana (Punjab). There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Ms. Ashima Munjal and Sh. G.P. Sood, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

I) That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2012 and of the net profit earned by the Company for financial year ended March 31, 2012 ;

iii) That proper and sufficient care has been taken 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;

iv) That the annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance alongwith the Auditors' Certificate on its compliance as a part of this report is annexed hereto as Annexure II.

HOLDING COMPANY

Consequent to the inter-se transfer of shareholding amongst the Promoters, Anadi Investments Private Limited has become the holding company of your company with effect from 31st March, 2012. The shareholding of Anadi Investments Private Limited in the Company is 77,57,687 equity shares of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2012. SUBSIDIARY COMPANY

The Company had one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2012-2013 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has accepted Rs. 10.25 Crores under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. No deposits were matured during the year.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2011- 2012. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report. ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming. The Company continues to maintain the ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness of all functions.

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

According to the Order dated January 24, 2012 of Cost Audit Branch of Ministry of Corporate Aff airs (MCA), read with Section 233 B of the Companies Act, 1956, the audit of cost accounting records is required for the Company in Tractors & other motor vehicles (including automotive components). The Board of Directors of your Company, subject to the approval of the Central Government, has appointed M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana to undertake such audit for the financial year 2012-13.

AUDITORS' REPORT

As regards the Auditors' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

PERSONNEL

As on March 31, 2012, the total number of employees on the records of the Company was 848. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on Behalf of the Board of Directors

Place : Ludhiana (Mahesh Munjal)

Date : 13.08.2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting to you the Thirty Eighth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs.in lacs) Year ended Year ended 31.03.2011 31.03.2010

Operational Income (Gross) 16951 14186

Profit before Depreciation and Financial 2487 3341 cfharges Less : Financial Charges 748 349

Depreciation 926 686

Net Profit Before Tax 813 2306 Less : Provision for Taxation - Deferred Tax 97 220

: Provision for W ealth Tax 7 7

Profit After Tax 709 2079

Less: Prior Year Expenses 1 8

Add : Prior Year Income - 5

Add : Prior Years Tax Adjustments 1 4 Add : Balance Brought Forward 3656 1576

Profit Available for Appropriations 4365 3656

APPROPRIATIONS Balance carried to Balance Sheet 4365 3656

Basic and Diluted Earnings Per Share (Rs.) 6.82 20

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 16951 lacs as compared to Rs. 14186 lacs in the previous financial year. The Company earned a net profit before tax of Rs.813 lacs as compared to a net profit before tax of Rs.2306 lacs in the previous financial year. During the year the company has enhanced its existing capacity in the electrical & other segments and during the year the total capital outlay was Rs.8712 lacs. The Funds requirements are being met by way of term loans and internal accruals. Due to the substantial capital out lay financial expenses have increased from Rs.349 lacs in the previous year to Rs.748 lacs in the current year and depreciation has also increased from Rs. 686 lacs to Rs. 926 lacs. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

The company has commenced the civil work at Greater Noida (U.P.) and it is proposed to shift its electrical segment operations to Greater Noida from its existing location at Ludhiana(Punjab). There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Sh. Harjeet Singh Arora and Maj. Shavinder Singh Khosla, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Sh. Vijay Munjal, the Director of the Company has resigned from directorship w.e.f. 14th May, 2011. The Board places on record its deep appreciation for his valuable contribution during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

i) That in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2011 and of the net profit earned by the Company for financial year ended March 31, 2011 ;

iii) That proper and sufficient care has been taken 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;

iv) That the annual accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance along with the Auditors' Certificate on its compliance as a part of this report is annexed hereto as Annexure II.

HOLDING COMPANY

Consequent to the inter-se transfer of shareholding amongst the Promoters, Anadi Investments Private Limited has become the holding company of your company with effect from 31st March, 2011. The shareholding of Anadi Investments Private Limited in the Company is 77,57,688 equity shares of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2011.

SUBSIDIARY COMPANY

The Company had one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.MITSL has yet to pick up its operations.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2011-2012 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has not accepted or invited any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2010-2011. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming. The Company continues to maintain the ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness of all functions.

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITORS' REPORT

As regards the Auditors' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments. During the year the company has migrated to a new ERP system i.e. Oracle EBS 12.1 wherein stocks have been valued on "Moment Moving weighted average Basis" as against the "Monthly Moving Weighted average" for more appropriate and relevant presentation of the financial statements. The impact resulting from such change is not ascertainable due to huge volume of transactions.

PERSONNEL

As on March 31, 2011, the total number of employees on the records of the Company was 741. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on behalf of the Board of Directors

(Mahesh Chandar Munjal) Chairman & Managing Director Place : Ludhiana Date : 13.08.2011


Mar 31, 2010

The Directors have pleasure in presenting to you the Thirty Seventh Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS : (Rs.in lacs)

Year ended Year ended

31.03.2010 31.03.2009

Operational Income (Gross) 14186 13295

Profit before Depreciation and Financial charges 3341 1556

Less : Financial Charges 349 397

Depreciation 686 613

Net Profit Before Tax 2306 546

Less : Provision for Taxation

- Deferred Tax 220 72

: Provision for Wealth Tax 7 7

: Provision for Fringe Benefit Tax - 10

Profit After Tax 2079 457

Less: Prior Year Expenses 8 3

Add : Prior Year Income 5 -

Add : Prior Years Tax Adjustments 4 -

Add : Balance Brought Forward 1576 1122

Profit Available for Appropriations 3656 1576

APPROPRIATIONS

Balance carried to Balance Sheet 3656 1576

Basic and Diluted Earnings Per Share (Rs.) 20 4.36

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 14186 lacs as compared to Rs. 13295 lacs in the previous financial year. The Company earned a net profit before tax of Rs.2306 lacs as compared to a net profit before tax of Rs.546 lacs in the previous financial year. During the year the Company has accounted income of Rs.13 Crores being the silver jubilee special dividend declared by Hero Honda Motors Limited in which Company is having investment in shares.

During the year the company has proposed the capital outlay of Rs.33 Crores for expanding its existing capacities and for its other long term requirements. The funds requirements are being met by way of term loans from Banks & internal accruals.

The management is confident that with its visionary approach and meticulous planning, the company will be moving the way ahead in this competitive market.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

To meet the requirements of its customers the company is proposing substantial expansion in its existing capacities in Electrical and Fine Blanking segments. The proposed expansion is being done at its existing location in Ludhiana and at new location in Greater Noida (U.P.) with a total capital outlay of Rs. 112 crores. The company has already entered into agreement for purchase of land at Greater Noida. The civil work at Ludhiana has already been commenced and the orders for major machinery have already been placed. The company expects to complete this project by the end of the March 2011. The funds for this project are being arranged by way of term loans and from internal accruals.There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Sh. G.P. Sood and Dr. M. A. Zahir, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. During the period the Company has appointed Maj. Shavinder Singh Khosla and Ms. Ashima Munjal as an Additional Directors of the Company, who will hold office upto the date of this Annual General Meeting. The Company has received notices from a Members under Section 257 of the Companies Act, 1956, for their appointment as Director of the Company. The Board recommends for their re-appointment. During the year Dr. D.R. Singh ceased to be director of the Company due to death.

Sh.O.P.Munjal and Sh. Suman Kant Munjal, the Directors of the Company have resigned from directorship w.e.f. 27th May, 2010. The Board places on record its deep appreciation for their valuable contribution during their tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

i) That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2010 and of the net profit earned by the Company for financial year ended March 31, 2010 ;

iii) That proper and sufficient care has been taken 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;

iv) That the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.





MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance alongwith the Auditors Certificate on its compliance as a part of this report is annexed hereto as Annexure II.

SUBSIDIARY COMPANY

During the year the company has floated Majestic IT Services Limited as Wholly Owned Subsidiary (WOS) of the Company for setting-up business of providing a broad range of information and technology related services. The WOS has yet to commence its operation/services. The documents required to be attached pursuant to Section 212 of the Companies Act, 1956 are attached to the Balance Sheet of the Company. CONSOLIDATED

FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements consolidating the financials of the Company and Majestic IT Services Limited duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2010-2011 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has not accepted or invited any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. INSURANCE

All properties and insurable assets of the Company including Building, Plant & Machinery and Stocks, have been adequately insured, wherever necessary and to the extent required.

PARTICULARS OF EMPLOYEES

A statement showing particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with

Companies (Particulars of Employees) Rules, 1975 is annexed hereto as Annexure III and forms an integral part of this report.

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

The detailed information as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -IV and forms an integral part of this report.

ENVIRONMENTAL MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001.2004, the Company continues to pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming.

QUALITY MANAGEMENT

The Company continues to maintain the ISO/TS.16949(2009) Quality Management Systems to ensure effectiveness of all functions

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual

General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the

Auditors to the effect that their appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

AUDITORSREPORT

As regards the Auditors Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

PERSONNEL

As on March 31. 2010, the total number of employees on the records of the Company was 663. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.



For and on behalf of the Board of Directors

PLACE : Ludhiana (Mahesh Chandar Munjal)

DATE : 14.08.2010 Chairman & Managing Director







 
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