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Directors Report of Matra Kaushal Enterprise Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present the 24th Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2016.

Financial Performance:

(Rupees in Lacs)

Particulars

FY 2015-2016

FY 2014-2015

Total Income

2439.03

4973.09

Profit before Interest & Depreciation

(32.84)

90.67

Less: Interest

0.24

0

Profit before Depreciation

(33.08)

90.67

Less: Depreciation

1.41

1.63

Profit after Depreciation

(34.49)

89.04

Less: Income Tax & FBT for the Current Year

0

16.47

Profit after Tax

(34.49)

72.57

Balance of profit brought forward from previous period

107.14

34.57

Amount available for appropriation

72.65

107.14

Balance carried Over

72.65

107.14

Operations

During the year under review the company''s income has decreased from Rs 4820.30Lakhs to Rs. 2435.67 Lakhs. And, the Company made a loss of Rs. 34.49 Lakhs as against the profit of Rs. 89.04 Lakhs reported in the previous financial year.

Dividend

Due to the loss incurred, the company has not recommended any dividend for the year under review.

Deposits

The Company has not accepted any deposits from the public and no amount of principal or interest on public deposits was outstanding as on the balance sheet date within the meaning of Section 73 and section 74(1) of Companies Act, 2013 and Rule 2 ( c ) of Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

No amount was transferred to reserves for the year ended 31st March, 2016 since the company has incurred losses during the period.

Directors and Key Managerial Personnel

Relevant information on composition of the Board and number of meetings is provided in ''Board of Directors'' section of Corporate Governance Report which forms part of this Annual Report.

Director appointment/ resignation:

During the year, the Board of Directors have appointed Mrs. Premlata Partani as an Additional Director of the company, in the capacity of Women Director, with effect from 06th November, 2015 and on the same day, the Board has accepted the resignation of Mrs. Kavita Partani from the Directorship of the Company.

In compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

Formal Annual Evaluation of the performance of the Board, its Committees and the Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Remuneration Policy

Your Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.

Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Grievances'' Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

Number of Meetings of the Board and Audit Committee

A calendar of meetings is prepared and circulated in advance, to the Directors. During the year 09 Board Meetings and 04 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance 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 annexed to this Report.

Disclosure under the Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the company is required to have an Anti- sexual harassment policy though which an Internal Complaints Committee is constituted. The said committee meets at regular intervals to redress any complaints received by the committee in these lines and after due deliberation aims at disposing off the complaints. However there has been no such complaint filed within the company till date.

Related Party Transactions

All Related Party Transactions are entered on Arm''s Length basis and are in compliance of the Companies Act, 2013 and the Listing Agreement.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

Whistle Blower Policy / Vigil Mechanism

The Company has established a Vigil Mechanism/Whistle Blower Policy, pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism. The Policy has been appropriately communicated to the employees within the organization.

Director''s responsibility statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year ended March 31, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2016 and of the loss of the Company for the year ended on that date

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2016 on a ''going concern'' basis.

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

(vi) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report in Annexure - II, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014.

Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s S.K. Bang, Chartered Accountants were appointed by the members at the 22ndAnnual General Meeting to hold office until the conclusion of the 27thAnnual General Meeting, subject to ratification by shareholders at each AGM.

The Company has received a certificate from M/s S.K. Bang, Chartered Accountants, to the effect that if reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The members are requested to ratify the appointment of M/s S.K. Bang, Chartered Accountants as statutory auditors of the Company for the year 2016-17.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, Mr. Y. KoteswarRao, (M. No. 3785, Cp. No. 7427), Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year 2015-16 given by Mr. Y. KoteswarRao, in the prescribed ''Form MR-3'' is annexed to this report in Annexure -I. The remarks made by the Secretarial Auditor are self explanatory.

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Company''s internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

Internal Audit

The Company has a well established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate report on corporate governance has been included in this Annual Report in Annexure –V together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Chairman & Managing Director/CEO of the Company is contained in this Annual Report.

Development and Implementation of Risk Management Policy

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the report on Management Discussion and Analysis.

Management discussion and analysis report

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed as Annexure-IV as a part of the Annual Report.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility do not apply to the Company.

Conservation of Energy, Technical Absorption and Foreign Exchange Earning and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Sec.134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure-III forming part of this report.

Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel.

Significant and material orders passed by the regulators or court

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

Material Changes & Commitments

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

Industrial Relation

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

Listing

The Company''s shares are listed on Bombay Stock Exchange.

Transfer of Unclaimed Dividend to Investor Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the co-operation and continued support by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the company.

By the Order of the Board

For MatraKaushal Enterprise Limited

Sd/- Sd/-

Place: Secunderabad Ramesh chandra Partani Suresh Chandra Partani

Date: 03-09-2016 Managing Director Director

(DIN: 02260773) (DIN: 01941799)


Mar 31, 2015

Dear Members

The Directors are pleased to present the 23rd Annual Report and the Audited Financial Statements for the financial, year ended 31" March, 2015

Financial Performance:

(Rupees in Lacs)

Particulars FY 2014-2015 FY 2013-2014

Income from Operations 4820.30 919.56

Profit before Interest & Depreciation 90.67 44.43

Less: Interest 0 0

Profit before Depreciation 90.67 44.43

Less: Depreciation 1.63 1.65

Profit after Depreciation 89.04 46.09

Less: Income Tax & FBT 16.47 8.52

for the Current Year

Profit after Tax 72.57 37.56

Balance of profit brought

forward from previous period 34,57 (2.99)

Amount available for appropriation

107.14 34,57 Balance carried Over

107.14 34.57

Operations:

Your directors wish to inform the share holders that the Company's sales have increased from Rs 919.55 Lakhs to Rs 4820.30Lakhs for the year ended 31" March 2015. During this financial year, the Company made profit of Rs.72.57 Lakhs as against the profit of Rs. 37.56 Lakhs for the year 2013-2014.

Management discussion and analysis report:

The Management Discussion and Analysis Report is annexed as Anncxure-1 as a pan of the Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate report on corporate governance has been included in this Annual Report in Annexurc -II together .with a certificate from the Practicing Company Secretary, regarding compliance of conditions of Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year2()14-15. A declaration to this effect signed by the Chairman &Managing Director/CEO of the Company is contained in this Annual Report.

Listing

The Company is listed on Bombay Stock Exchange

Number of Meetings of the Board and Audit Committee

A calendar of meetings is prepared and circulated in advance, to the Directors. During the year 13 Board Meetings and 7 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Auditors:

Pursuant to the provisions of Sections 1.39, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s S.K.Bang, Chartered Accountants were appointed by the members at the 22"dAnnual General Meeting to hold office until the conclusion of the 27th*Annual General Meeting, subject to ratification by shareholders at each AGM.

The members are requested to ratify the appointment of M/s S.K.Bang, Chartered Accountants as statutory auditors of the Company for the year 2015-16 under Item No.2 of the Notice of the Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed, Mr.Y.Koteswar Rao, Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year 20I4-I5given by Mr.Y.Koteswar Rao, in the prescribed 'Form MR-3' is annexed to this report in Annexure -III. The remarks made by the Secretarial Auditor are self explanatory. Further, the Company has : appointed Ms.Roopali Kale as the Company Secretary and Mr.Syed Masood Ali as the Chief Financial Officer of the Company w.e.'f 24th June, 2015.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of Companies Act. 2013

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Company's internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

Conservation of Energy. Technical Absorption and Foreign Exchange Earning and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Sec. 134 (3) (m) of the Companies Act 2013, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-lV forming part of this report.

Extract of Annual Return

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies .Act. 2013. in the prescribed Form MGT- 9 is annexed to this report in Annexure - V

Directors' Remuneration Policy & Criteria for matters under Section 178

Policy on Directors' Appointment

The Nomination and Remuneration Committee, and the Board shall review on annual basis , appropriate skills, knowledge and experience required of the Board >is a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

In evaluating the suitability of Individual Board member the Nomination and Remuneration Committee may take into account factors such as,

* General understanding of the Company's business dynamics , global business and social perspective

* Educational and professional background

* Standing in the profession

* Personal and professional ethics, integrity and values

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively

Further, the appointee shall fulfill the below mentioned requirements-

1. Shall possess a Director Identification Number

2. Shall not be disqualified under Companies Act, 2013

3. Shall disclose his interest or concern in any Company or Companies or bodies coiporatc . firms, or other association of individuals including the shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made

4. Shall endeavour to attend all Board Meeting and wherever the appointment is made as a Committi member

5. Shall abide by the code of Conduct established by the Company for Directors and senior Managemei Personnel

6. Such other requirement as may be prescribed from time to time under the Companies Act, 2013 An Equity Listing Agreement

Criteria on determining the Independence of the Directors

The Nomination and Remuneration Committee shall assess the independence of the Directors at the time o appointment / re-appointment and the Board shall assess the same annually. The Board shall re-asses: determinations of independence when any new interest or relationships are disclosed by a Director. The Independent Director shall abide by the "Code for Independent Directors" as specified in the Schedule IV tc the Companies Act, 2013. Further, the criteria of Independence shall be in accordance with guidelines as laid down in Companies Act.2013 and Clause 49 of Equity Listing Agreement.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that

* Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

* For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

* Employees remuneration shall also be determined within the appropriate work experience, qualification, competence and also on various factors such as Job Profile Skill Sets, Seniority, Experience and prevailing remuneration levels for equivalent jobs.

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations

Internal Audit

The Company has a well established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

Dividend:

In view of the need for .strengthening the financial base of the Company, your Directors have decided not to declare the dividend for the year 2014-2015.

Material Changes & Commitments

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

Whistle Blower Policy / Vigil Mechanism:

The Company has a Whistle Blower Policy which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism. The Policy has been appropriately communicated to the employees within the organization

Prevention. Prohibition and Redressal of Sexual Harassment of Women at Workplace

Pursuant to the legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9 December 2013. the Company has framed a Policy on Prevention of Sexual Harassment at Workplace.

A Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during FY 2014-15 under the Company's Policy on Prevention of Sexual Harassment at Workplace.

Related Party Transactions

All related party transactions that were entered into during the financial year w'ere on an arm's length basis and were in the ordinary course of business. There arc no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in 'Form AOC-2' is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related parly transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

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 annexed to this Report

Risk Management Policy

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the report on Management Discussion and Analysis.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility do not apply to the Company.

Formal Annual Evaluation of the performance of the Board, its Committees and the Directors

Pursuant to the provisions of the Companies Act, 20 i 3 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Directors and Key Managerial Personnel

The Total number of Directors of the Company as on 31st March, 2015 was 4. Out of which 2 are Independent Directors and 2 are Promoter Group Directors. The Company appointed Ms.Roopali Kale as the Company Secretary and Syed Masood Ali as the Chief Financial Officer of the Company with effect from 24th June. 2015. '

Independent Director

In accordance with Section 149, 152 and Schedule IV read with relevant Rules of the Companies Act. 2013, Mr. Suresh Pariani is proposed to be re-appointed as Independent Director of the Company not liable to retire by rotation upto the conclusion of the 28th Annual General Meeting pursuant to the provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement-

Declaration bv Independent Directors

All the independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub- section (6) and Clause 49 of the Listing Agreement.

Directors Retiring by Rotation

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.Premlatha Partani who is liable to retire by rotation has not offered herself for re-appointment as Director of the Company. In order to fill the vacancy. Mrs.Kavita Partani is proposed to be appointed as the Director, liable to retire by rotation.

Particulars of employees

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of (he Companies Act, 2013, read with Rule 5(2) of (he Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Particulars of remuneration

Disclosures with respect to the remuneration of Directors and employees as required under Section 197( 12) of Companies Act, 2013 and Rule 5 (!) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - Only the Managing Director is paid the remuneration. The ratio is 1:1.85

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any. in the financial year - None of the Directors other than Managing Director are drawing remuneration .Further, there has been no increase in the remuneration paid to the Managing Director. Hence the same is not comparable.

(iii) The percentage increase in the median remuneration of employees in the financial year - There was no increase in the remuneration.

(iv) The number of permanent employees on the rolls of company - 7

(v) The explanation on the relationship between average increase in remuneration and company performance; - There was no change in the remuneration.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company -Not Applicable *

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year; and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars Unit As at As at 31.03.2015 31.03.2014

1. Closing rate of share at BSE Rs. 7.25 550

EPS Rs. 0.36 6.24

No of Shares* 201717850 20171785

Market Capitalization Rs/Lac 146,24,54,412 1109,44,81,750

2. Price Earnings ratio / Ratio 20. 14 2291.67

3. Percentage increase over decrease in the market (27.5%) quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Percentage increase in the managerial remuneration and of the salaries of employees during the year under review is Nil.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company - Not Applicable

(x) The key parameters for any variable component of remuneration availed by the directors - No.

(xi ) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year -1:3.7

(xii) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

Industrial Relation:

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

Director's responsibility statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the loss of the Company for the year ended on that date

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2014 on a 'going concern' basis.

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

(vi) That systems to ensure compliance with the provision of all applicable laws were in place and were adequate and operating effectively.

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks. Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the board M/s. Matra Kaushal Enterprise Limited

Sd/- Sd/- Place: Secunderabad Ramesli Partani Suresh Partani Dale: 21-07-2015 Managing Director Director


Mar 31, 2014

The Members

Matra Kaushal Enterprise Limited

Secunderabad

The Directors present here with the 22nd Annual Report and accounts of the Company for the year ended 31st March, 2014 together with the Auditors Report thereon.

FINANCIAL RESULTS:

(Rupees in Lacs) 31-03-2014 31-03-2013

Income from Operations 919.56 1087.70

Profit before Interest & Depreciation 44.43 (8.29)

Less: Interest 0 0.76

Profit before Depreciation 44.43 (9.05)

Less: Depreciation 1.65 1.90

Profit after Depreciation 46.09 (10.95)

Less: Income Tax & FBT 8.52 0 for the Current Year

Profit after Tax 37.56 (10.95)

Balance of profit brought forward from previous period (2.99) (334.50)

Amount available for appropriation 34.57 (345.45)

Balance carried Over 34.57 (345.45)

Reasons for variations in achievement during the year vis-à-vis the projection have been discussed under the head "Operations".

OPERATIONS:

Your directors wish to inform the share holders that the Company''s sales have decreased from Rs 1087.70 Lakhs to Rs 919.55 lakhs for the year ended 31st March 2014 due to adverse market conditions and slack in demand.

SUB-DIVISION OF SHARES:

During the year the Company sub divided the equity shares, such that the each equity share having nominal value of Rs.10/- (Rupees Ten) each was sub-divided into 10 (Ten) Equity Shares having nominal value of Re.1/- (Rupee One) each fully paid-up in the Extra Ordinary General Meeting held on 28th March, 2014. Further pursuant to the Sub-Division of Equity Shares of the Company , the Authorized, Issued, Subscribed and Paid Up Equity Share of nominal value of Rs.10/- each, stands sub-divided into 10 ( Ten) Equity Shares of nominal value of Re.1/- each

FUTURE OUTLOOK:

Your directors have initiated several measures by strengthening the marketing force to increase the sales revenue for several new models of Voltage Stabilizers which have been added to the existing range. These new models have been very well received in market. Your Board has planned to import and launch Domestic Appliances and health products to increase the market share.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

DIRECTORS:

The Total number of Directors of the Company as on 31st March, 2014 was 5. Out of which 3 (Three) were Independent Directors. Mr.Dhirendra Kumar Jain, Independent Director resigned as the Director of the Company with effect from 27th May, 2014.

AUDITORS:

M/s. S.K.Bang & Co., Chartered Accountants were appointed by the Board of Directors as the Statutory Auditors of the Company in the Board Meeting held on 5th September, 2014. Mr. T.P.Rao the former Statutory Auditor passed away hence M/s. S.K.Bang & Co., Chartered Accountants were appointed under the Casual Vacancy in the Office of the Auditor. Further the Balance Sheet, Profit & Loss Account along with the Audit Report were audited and certified by Late.T.Prasad Rao.

The appointment of M/s. S.K.Bang & Co., Chartered Accountants as the Statutory Auditors of the Company is put forth for ratification in the Annual General Meeting.

LISTING:

The Company received the Listing and Trading approval from the Bombay Stock Exchange on 25th October, 2013.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 73 of Companies Act, 2013.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Sec.134 (3) (m) of the Companies Act 2013, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-A forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance'' has been attached to this annual report in Annexure B. A Certificate from T.P.Rao, former Statutory Auditor of the Company regarding compliance of the conditions of corporate Governance stipulated in the listing agreement with stock exchanges was issued on 30th May, 2014 and the same is annexed to and from part of the Annual Report in Annexure C

INDUSTRIAL RELATION:

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is annexed as Annexure D as a part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them Consistently and made judgments and estimates that were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2014 on a Rs.going concernRs. basis.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the board M/s. Matra Kaushal Enterprise Limited

Sd/- Place: Secunderabad Ramesh Chandra Partani Date: 08-09-2014 Managing Director


Mar 31, 2013

To The Members of Matra Kaushal Enterprise Limited

(formally known as P.L. Enterprise Limited)

Hyderabad

The Directors present here with the Nineteenth Annual Report and accounts of the Company for the year ended 31st March, 2013 together with the Auditors Report thereon.

FINANCIAL RESULTS:

(Rupees in Lacs) 31.03.2013 31.03.2012

Income from Operations 1087.70 255.20

Profit before Interest & Depreciation (8.29) (273.21)

Less: Interest 0.76 2.20

Profit before Depreciation (9.05) (275.41)

Less: Depreciation 1.90 1.63

Profit after Depreciation (10.95) (277.04)

Less: Income Tax & PFT 0 0 for the Current Year

Profit after Tax (10.95) (277.04)

Balance of profit brought forward from previous period (334.50) (57.46)

Amount available for appropriation (345.45) (334.50)

Balance carried Over (345.45) (334.50)

Reasons for variations in achievement during the year vis-a-vis the projection have been discussed under the head "Operations".

OPERATIONS:

Your directors wish to inform the share holders that the Company''s sales have decreased from Rs 255 Lakhs to Rs 109 lakhs for the year ended 31st March 2013 due to adverse market conditions and slack in demand.

CHANGE IN THE NAME OF THE COMPANY:

During the year the name of the company has been changed from M/s. P.L. Enterprise Limited to M/s. Matra Kaushal Enterprise Limited vide fresh certificate of incorporation consequent upon change of name dated 27.08.2013 issued by the Registrar of Companies, Hyderabad, Andhra Pradesh.

MERGER AND REDUCTION OF SHARES:

During the year the company underwent the process of reconstruction by reducing the capital under section 101 and amalgamation of M/s. Kaushalya Global Limited. The Board of directors in their meeting held on 24th September, 2012 approved the composite scheme of Amalgamation and reduction of capital along with the valuation report as submitted by M/s.Vijay Mohata & Co. Chartered Accountants and the same was approved by the members of the company on in the court convened EGM held on 01st March, 2013. The Hon''ble High court of Andhra Pradesh vide it''s orders dated 24th June 2013 approve the composite scheme of Amalgamation and reduction of capital. The salient features of the Composite Scheme of Amalgamation and reduction of capital are briefed hereunder:

Pursuant to the above order of the Hon''ble High Court :

a) The existing Subscribed and Paid-up Share Capital of the Transferee Company (PL Enterprise Limited) be reduced from Rs. 3,43,57,000 (Rupees Three Crores Forty Three Lacs Fifty Seven Thousand Only) divided into 34,35,700 (Thirty Four Lacs Thirty Five Thousand Seven Hundred Only) fully paid up Equity Shares of Rs. 10/ - (Rupees Ten Only) each to Rs. 17,17,850/- (Rupees Seventeen Lacs Seventeen Thousand Eight Hundred and Fifty Only) divided into 1,71,785 (One Lac Seventy One Thousand Seven Hundred Eighty Five Only) Equity Shares of Rs.10/- (Rupees Ten Only).

b) The issued, subscribed and paid up share capital of the Transferee Company shall be reduced by cancelling a sum of Rs. 9/50 from every paid up share of Rs. 10/- and thereafter consolidating 20 Equity Shares of Rs. 0.50 each as fully paid up capital in the Transferee Company i.e. after reduction the capital of the company will be of 1,71,785 (One Lac Seventy One Thousand Seven Hundred Eighty Five Only) fully paid equity shares of Rs. 10/- each aggregating toRs. 17,17,850/- (Rupees Seventeen Lacs Seventeen Thousand Eight Hundred and Fifty Only).

c) The Transferee Company shall, subject to the provisions of the Scheme and without any further application or deed, issued at par and allot 1(One) Equity Share of the face value of Rs. 10/- (Rupees Ten)(i.e. post reduction of capital & consolidation thereafter as stated above) each credited as fully Paid up in the Capital of the Transferee Company to the Shareholders of the Transferor Company (Kaushalya Global Limited) whose names are recorded in its Register of Members, on the record date fixed by the Board of Directors of the Transferee Company, for every l(One) Equity Shares of the face value of Rs. 10/- (Rupees Ten) each held by the said Shareholders in the Transferor Company.

For fractional shares

In case any member''s holding in the Transferor Company is such that the member becomes entitled to a fraction of an equity share in the respective Resulting Company, that Resulting Company shall not issue fractional share certificate to such member but shall consolidate such fractions and issue consolidated equity shares to separate trustees nominated by the respective Resulting Company in that behalf, who shall sell such shares and distribute the net sale proceeds (after deduction of the expenses incurred) at the available market price after listing of the said shares and pay to the shareholders of resulting companies, the net sale proceeds thereof, in proportion to their fractional share entitlement

FUTURE OUTLOOK:

Your directors have initiated several measures by strengthening the marketing force to increase the sales revenue for several new models of Voltage Stabilizers which have been added to the existing range. These new models have been very well received in market. Your Board has planned to import and launch Domestic Appliances and health products to increase the market share.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

DIRECTORS:

Mr. D K Jain, Director retire by rotation at the ensuring Annual General meeting and being eligible offers himself for reappointment as Director. Your Director recommend his re-appointment as director liable to retire by rotation.

Mrs. SURESH CHANDRA PARTANI, Director retire by rotation at the ensuring Annual General meeting and being eligible offers herself for reappointment as Director. Your Director recommended her re-appointment as director liable to retire by rotation.

AUDITORS:

M/s. T.P.Rao &Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting, and is eligible for reappointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-1 forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance'' has been attached to this annual report. A Certificate from the auditors of the company regarding compliance of the conditions of corporate Governance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them

Consistently and made judgments and estimates that were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2013 on a ''going concern* basis.

INDUSTRIAL RELATION:

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.



For and on behalf of the board M/s. MATRA KAUSHAL ENTERPRISE LIMITED



Hyderabad Ramesh Chandra Partani

Date: 05.09.2013 Managing Director


Mar 31, 2012

The Directors present here with the Twentieth Annual Report and accounts of the Company for the year ended 31st March, 2012 together with the Auditors' Report thereon.

FINANCIAL RESULTS :

(Rupees in Lacs)

31-03-12 31-03-11

Profit before Interest & Depreciation (273.21) 26.09

Less : Interest 2.20 2.04

Profit before Depreciation (275.41) 24.05

Less: Depreciation 1.63 1.25 Profit after Depreciation (277.04) 22.80

Less : Income Tax & FBT for the Current year 0 7.06

Profit After Tax (277.04) 15.74 Balance of Profit brought forward from

previous period (57.46) (73.19)

Amount available for appropriation (334.50) (57.46)

Balance Carried Over (334.50) (57.46)

OPERATIONS:

Your directors wish to inform the share holders that the Company's sales have decreased from Rs.691 Lakhs to Rs 255 lakhs for the year ended 31st March 2012 due to adverse market conditions and slack demand. The board of directors reviewed the operations of the company and decided to write-off the sundry debtors which were considered as non realizable and treated as bad debts amounting to Rs 18.49 Lakhs and also took decision to dispose off as scrap the obsolete and defective goods in the closing stock amounting to Rs 88.00 Lakhs as these goods were returned for replacement by the agents/customers, which were found not fit for repair for replacement /resale as the conditions of the goods are not fit for reuse. The Board of Directors also decided to write off advances to the tune of Rs.40.06 Lakhs since the same is not recoverable. Due to these write offs, the PAT was drastically decreased and reported a loss of Rs.277.04 lakhs during the period under review. With this the total loss stood at Rs 334.50 lakhs including the brought forward loss as on 31st March 2012.

FUTURE OUTLOOK:

Your directors have initiated several measures by strengthening the marketing force to increase the sales revenue and launched several new models of Air coolers. These new models have been very well received in market. Your Board has planned to import and launch more Domestic Appliances and health products to increase the market share, in the coming days.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

DIRECTORS :

Mr. D K Jain, Director retire by rotation at the ensuring Annual General meeting and being eligible offers himself for reappointment as Director. Your Director recommend his re-appointment as director liable to retire by rotation.

Mrs. Premalatha Partani, Director retire by rotation at the ensuring Annual General meeting and being eligible offers herself for reappointment as Director. Your Director recommended her re-appointment as director liable to retire by rotation.

AUDITORS OBSERVATIONS IN NOTES TO ACCOUNTS

The observations of the auditors in notes to accounts in para XV- sub para Xiii,Xiv and Xv are self explanatory and do not call for any further comment on the items mentioned therein.

AUDITORS:

M/s. T.P.Rao &Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting, and is eligible for reappointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure- 1 forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance' has been attached to this annual report. A Certificate from the auditors of the company regarding compliance of the conditions of corporate Governance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them Consistently and made judgments and estimates that were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

INDUSTRIAL RELATION:

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co-operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ramesh Chandra Partani Premlatha Partani

Managing Director Director

Place : Hyderabad

Date : 30-05-2012


Mar 31, 2011

To The Members P.L. Enterprises Limited

The Directors present here with the Nineteenth Annual Report and accounts of the Company for the year ended 31st March, 2011 together with the Auditors Report thereon.

FINANCIAL RESULTS:

(Rupees in Lacs)

31.03.2011 31.03.2010

Profit before Interest & Depreciation 26.09 15.06

Less: Interest 2.04 0.36

Profit before Depreciation 24.05 14.70

Less: Depreciation 1.25 1.52

Profit after Depreciation 22.80 13.18

Less: Income Tax & FBT for the Current Year 7.06 2.24

Profit after Tax 15.74 10.94

Balance of profit brought forward from previous period (73.19) (84.14)

Amount available for appropriation (57.46) (73.19)

Balance carried Over (57.46) (73.20)

Reasons for variations in achievement during the year vis-à-vis the projection have been discussed under the head "Operations".

OPERATIONS:

Your directors are glad to inform you that the Company's sales have increased from Rs.594 lakhs to Rs.691 lakhs during the year ended 31st March 2011 and the PAT was also increased from Rs.10.94 lakhs to Rs.15.74 lakhs during the period under review.

FUTURE OUTLOOK:

Keeping in mind the market needs, several new models of Voltage Stabilizers have been added into the existing range. These new models have been very well received in market. The company has planned to import and launch Domestic Appliances and health products in addition to the existing products and the future outlook is progressing.

DIVIDEND:

In view of the carried forward losses your Directors are unable to recommend dividend for the year under review.

DIRECTORS:

Mr. Dennis Alwares retire by rotation at the ensuring Annual General meeting and being eligible offers himself for reappointment as Director. Your Director recommended their re-appointed as director liable to retire by rotation.

Mr. Shyam Sunder Partani, has resigned as Director on 23.06.2011 and the Board wish to place on record its appreciation for the services rendered by him, during his tenure as a Director.

During the year, Mr. Suresh Chandra Partani was inducted as an additional Director on 23.06.2011 and who hold the office up to the date of ensuring Annual General Meeting as per the section 260 of Companies Act, 1956 have consented to act as Director. The recommends The appointment as Director liable to retire by rotation.

AUDITORS:

M/s. T.P.Rao &Co., Chartered Accountants, retires at the conclusion of this Annual General Meeting, and is eligible for reappointment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are given in the Annexure-1 forming part of this report.

CORPORATE GOVERANCE:

Pursuant to clause 49 to listing Agreement with the stock exchange separate section titled Corporate Governance' has been attached to this annual report. A Certificate from the auditors of the company regarding compliance of the conditions of corporate Governance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them Consistently and made judgments and estimates that were reasonable and prudent, so as to give us true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

INDUSTRIAL RELATION:

Industrial relations remand cordial through out the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the co- operation and assistance by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board of Directors

Date : 01.09.2011 ( Ramesh Chandra Partani ) (Premlatha Partani)

Place: Hyderabad Managing Director Director


Mar 31, 2010

The Directors present here with the Eighteenth Annual Report and accounts of the Company for the year ended 3 Ist March, 2010 together with the Auditors Report thereon.

FINANCIAL RESULTS :

(Rupees in Lacs) 31-03-10 31-03-09

Profit before Interest & Depreciation 15.06 5.11

Less : Interest 0.36 0.36

Profit before Depreciation 14.7 4.75

Less: Depreciation 1.52 1.93

Profit after Depreciation 13.18 2.82

Less : Income Tax & FBT for Current year 2.24 2.07

Add : Income Tax for previous year 0 2.74

Profit After Tax 10.94 3.49

Add : Balance of Profit brought forward from previous period -84.14 -87.63

Amount available for appropriation -73.20 -84.14

Transfer to General Reserve __ __

Proposed Dividend __ __

Balance Carried Over (-73.2) (84.14)

Total (73.2) (84.14)

Reasons for variance in achievement during the year vis-a-vis the projection have been discussed under the head "Operations".

OPERATIONS :

Your directors are to inform you that the Companys sales are decreased from 722 lakhs to 595 lakhs during the year ended 31st March, 2010 due to market recession which impacted on sales.

FUTURE OUTLOOK:

Keeping in mind the market needs, several new models of Voltage Stabilizers have been added into the existing range. These new models have been very well received in market place. The Company has planned to import and launch Domestic Appliances and Health Products in addition to the existing products. The scene for the year 2009-2010 therefore looks bright.

DIVIDEND :

In view of the carried forward losses and the reduced sales in the current year 2009-10 your directors are unable to recommend dividend for the year under review.

DIRECTORS :

Mr. Premlatha Partani retired by rotation and being eligible offers herself for reappointment as Director.

AUDITORS :

M/s. T.P. Rao & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting, and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year under review no employee of the Company was in receipt of remuneration which aggregate to Rs.12, 00,000/- or more per year nor was any employee in receipt of remuneration for any part of the year, which aggregated to Rs. 1,00,000/- or more per month in accordance with Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975.

DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217 (I) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are set out in Annexure-1 forming part of this report.

CORPORATE GOVERANCE :

Pursuant to clause 49 to the Listing Agreement with the Stock Exchange seperate section titled Corporate Goverance has been attached to this Annual Report. A certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Goverance stipulated in the listing agreement with stock exchanges are annexed to and from part of the Annual Report.

DIRECTORS* RESPONSIBILITY STATEMENT :

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

(i) That in the preparation of the Annual accounts for the financial year ended 3lst March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give us a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) That the Directors had prepared the accounts for the financial year ended March, 31st, 2010, on a going concern basis.

INDUSTRIAL RELATION:

Industrial relations remained cordial through out the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors acknowledge and express their sincere appreciation for the kind co-operation and support extended by shareholders, State Bank of India, Suppliers of the Company and various other Government Agencies.

For and on behalf of the Board of Directors

Sd/- Ramesh Chandra Partani

Managing Director

Sd/- Place : Hyderabad Shyam Sunder Partani

Date : 01-09-2010 Director


Mar 31, 2004

The Directors present here with the Twelth Annual Report and accounts of the Company for the year ended 31st March, 2004 together with the Auditors' Report thereon.

FINANCIAL RESULTS :

(Rupees in Lacs)

31-03-04 31-03-03

Profit before Interest & Depreciation 29.32 25.09

Less : Interest 24.47 21.18

Profit before Depreciation 4.85 3.91

Less: Depreciation 4.96 5.43

Profit after Depreciation (0.11) (1-53)

Less : Income Tax (2002-2003) 0 0

Add : Income Tax (2003-2004) 0 0

Profit After Tax (0.11) (1.53) Add : Balance of Profit brought forward

from previous period (47.38) (45.84)

Amount available for appropriation (47.49) (47.38)

Transfer to General Reserve __ __

Proposed Dividend __ __

Balance Carried Over (47.49) (47.38)

Total (47.49) (47.38)

Reasons for variance in achievement during the year vies-a-vies the projection have been discussed under the head "Operations".

OPERATIONS :

Your directors are to inform that the Company's sales are increased from 267.64 lakhs to 392.13 lakhs during the year ended 31st March, 2004.

FUTURE OUTLOOK:

Keeping in mind the market needs, several new models of Voltage Stabilizers have been added into the existing range. These new models have been very well received in market place. The scene for the year 2004-2005 therefore looks bright.

DIVIDEND :

In view of the carried forward losses and loss during the current year 2003-2004, your Directors are unable to recommend dividend for the year under review.

DIRECTORS :

Mr. Dwaraka Das Partani retired by rotation and being eligible offers himself for reappointment as Director.

AUDITORS :

M/s. T.P. Rao& Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting, and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year under review no employee of the Company was in receipt of remuneration which aggregate to Rs. 12, 00,000/- or more per year. Nor was any employee in receipt of remuneration for any part of the year, which aggregated to Rs. 1,00,000/- or more per month in accordance with Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975.

DEPOSITS :

The Company has not accepted, any deposits from the public within the meaning of Section 58Aof Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The Particulars required under Section 217 (I) (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars, in the report of Board of Directors) Rules 1988 are set out in Annexure-I forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT :

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

(i) That in the preparation of the Annual accounts for the financial year ended 31st March, 2004, the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) That the Directors had prepared the accounts for the financial year ended March, 31st, 2004, on a 'going concern' basis.

INDUSTRIAL RELATION:

Industrial relations remained cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

ACKNOWLEDGEMENT:

Your Directors acknowledge and express their sincere appreciation for the kind cooperation and support extended by shareholders, State Bank of Hyderabad, Suppliers of the Company and various other Government Agencies.

For and on behalf of the Board of Directors

Sd/-

Ramesh Chandra Partani

Managing Director

Sd/-

Shyam SunderPartani

Director

Place : Hyderabad Date : 04-08-2004

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