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Directors Report of Mobile Telecommunications Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to presenting the Twentieth Annual Report and Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS (Rs in lacs) 31st March, 31st March, 2015 2014

Total Income 16787.20 11186.36

Total expenditure 16556.54 11041.44

Operating profit (PBIDT) 230.66 144.92

Depreciation 97.85 71.08

Finance Cost 89.97 67.24

Profit Before Exceptional Items 42.83 6.60

Profit before Taxation/Prior period Adjustment 42.83 6.60

Provision for Tax - -

Current Tax 8.50 6.01

Deferred Tax 8.18 (12.85)

Profit after Taxation 26.14 13.44

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

BUSINESS OPERATIONS

During the year under review total revenue was 16787.00 Lacs as compared to Rs.11181.36 Lacs in the previous year thereby an increase of 50.13% and operating profit at Rs. 230.66 lacs as compared to Rs. 144.92 lacs in the previous Year thus registered a increase of 59.16%.

Your Directors would like to state that during the year under review the economy was facing severe inflationary trend affecting the input cost and weakening of rupees, which in turn has put pressure on the Company to maintain the growth target as well as the profitability. Your Directors have taken all the steps to put the growth plan on the speed and also control the cost. But due to fluctuation in the currency the profitability of the Company is under severe strain.

There is a change in the Government and the new Govt. has taken initiative to give support to the industry and also Promoting MANUFACTURING through its "make in India" program In view of this, your Directors are of opinion that current year performance will be better than the last year. However having regards to the factors, performance of year under review is reasonably satisfactory.

The outlook of the electronics industry is certainly promising indicating good growth ahead because of the initiatives of Government and other private agencies to adopt the make in India products.. The new Govt. has come out with a policy to give a big trust to the LED lighting industry which has opened a new vista to all the LED manufacturers. However the technology is being import dependant the current inflation trend puts pressure on rupees whereby sourcing of import material becomes costly which makes the manufacturing cost increase. The Government is taking corrective steps to control inflation which may ease pressure of Rupees and import will be cheaper and will give boost to hardware industry. Your Directors hope that once the inflationary conditions are under control, the Company will be in a position to achieve better results.

Its information technology business is doing reasonably good and creating the impact slowly and steadily.

ACHIEVEMENT

You are aware that our Company"s operations are widely spread across various domains .In order to achieve greater efficiency and speedy action with regard to services. The company was in the process of finding right partners to support it in the mainland china and Hong Kong Now we have found technical and financial partners M/s Sunfair Electric Wires and Cables HK ltd and SW VENTURES to support the company in its growth plan this will help the Company to create better goodwill in the market.

DIVIDEND

In view of the economic condition coupled with inflation and requirement of the funds for the projects, your Directors regret their inability to declare the Dividend for the year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review.

AMOUNTS TRANSFERRED TO RESERVES:

The Financial Highlights contains the amounts proposed to be transferred to reserves.

NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETING:

During the Financial Year 2014-15, 5 (Five) meetings of the Board of Directors and , 5 (Five) Meeting of the Audit Committee were held, The details of which are given in Corporate Governance Report.. The Intervening gap between the Meeting was within the period prescribe under Companies Act, 2013

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not made any investment, given any guarantee or provided any security during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY, ESOS ETC:

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares or ESOS.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

DETAILS OF INTERNAL FINCNANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Your Company has put in place adequate internal financial controls with reference to the financial statements.

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

As required under section 134 (3) M of the Companies Act 2013read together with the Rule 8 of the Companies (Accounts ) Rules 2014 the relevant information is given below.

A. Conservation of Energy: The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports : Rs. Nil

CIF Value of Imports : Rs. Nil

Expenditure in foreign currency : Rs. Nil

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

There is no subsidiary, Joint Venture or Associate Company.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism for Directors, employees any other individual or organization to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Law or any other concerns/grievances. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2014-15, the Board of Directors appointed Mrs. Charmi Anil Vedmehta as an Additional Director with effect from 14 February 2015 and she is further proposed to be appointed as Independent Director of your Company at the ensuing AGM. Your Directors recommend his appointment as Independent Director of your Company

Mr. Mukund Chandrakant Pinplikar, Director is retiring by rotation and being eligible offers himself for re- appointment.

AUDITORS

M/s. Mahesh Kumar Jain & Co. (having firm Registration No. -047473), Chartered Accountants, have given their consent to become statutory auditors of the Company and has been appointed in last Annual General Meeting for the period of 5 years, subject to the ratification of the Shareholder in every Annual General Meeting till the conclusion annual general meeting of the Company to be held in the year 2019.

EXPLANATION TO AUDITOR''S REMARKS:

There has been no qualification or adverse remark in the Report of the Statutory Auditors of the Company.

DIRECTORS COMMENTS ON QUALIFICATION(S), RESERVATION(S) OR ADVERSE REMARKS OF THE AUDITORS:

1. The Company Does not have Fixed Assets Records-Company is implementing an expansion at its factory. Work in progress is likely to be capitalized in next financial year. Than the same will be carried out in the required format

2. Delay / non-payment of undisputed statutory dues-Company has strong view that the taxes paid and amount deposited by third parties at the instance of Income Tax Officers (ITO''s) are enough to take care of the liabilities arising out of the pending litigation with income tax department.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There are no cases filed under the above Act and hence no comments required on disposal of the cases under | the same.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, and Nomination and Remuneration Committee. A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board, the non-independent | directors and the Chairman.

PARTICULARS OF EMPLOYEES:

The Company does not have any employees whose particular are required to be given pursuant to Rule 5(2) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. [List of laws applicable to the company may be mentioned here]

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

APPRECIATION

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support

Registered Office: For and Behalf of the Board 46, Empire Tower, Anil B. Vedmehta Near Associated Petrol Pump, Chairman & Managing Director C G. Road, Ahmedabad, Gujarat DIN: 00283486

Date: June 29th 2015


Mar 31, 2014

The Members,

The Directors are pleased to presenting the Nineteenth Annual Report and Audited Accounts for the year ended March 31, 2014.

Financial Results (Rs in lacs)

31st March 31st March, 2014 2013

Total Income 11186.36 9970.96

Total expenditure 11041.44 9734.99

Operating profit (PBDT) 144.92 235.97

Depreciation 71.08 70.71

Finance Cost 67.24 62.70

Profit Before Exceptional Items 6.60 102.56

Exceptional Item - -

Profit before Taxation/Prior period 6.60 102.56

Adjustment

Provision for Tax - -

Current Tax 6.01 29.33

Deferred Tax (12.85) 2.30

Profit after Taxation 13.44 70.93

Results of Operations

During the year under review total revenue was 11186.36 Lacs as compared to Rs. 9970.96 Lacs in the previous year thereby an increase of 12.19% and operating profit at Rs. 144.92 lacs as compared to Rs. 235.97 lacs in the previous Year thus registered a decrease of 38.63%.

Dividend

The Board of Directors do not recommend dividend for the year.

Management Discussion & Analysis Report

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Company''s compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Pursuant to the provisions of section 152 of the Companies Act, 2013 („the Act''), Mr. Ajay Kapoor, Director (Independent) of the Company retires by rotation at the forthcoming Annual General Meeting scheduled to be held on September 30, 2014. It is proposed to appoint him as independent director under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Mr. Mukund Pilankar was appointed as an additional director (Independent) on August 14, 2014 and holds office as such upto the ensuing annual general meeting.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Ajay Kapoor, as Independent Directors of the Company. The Companies Act, 2013 provides for the appointment of Independent Directors. Pursuant to the provisions of section 149 of the Act, the Board of Directors of the Company should have at least one-third of the total number of Directors as Independent Directors. The tenure of the Independent Directors will be for a period of five years and the provisions relating to retirement of Directors by rotation shall not be applicable to Independent Directors. Pursuant to Clause 49(I)(A) of the Listing Agreement, if the Chairman of the Company is a Non-Executive Director, at least one-third of the Board shall comprise of Independent Directors.

Mr. Mukund Pilankar and Mr. Ajay Kapoor are being appointed as Independent Directors at the forthcoming Annual General Meeting in accordance with the provisions of section 149 and other applicable provisions of the Companies Act, 2013. Details of the proposal of appointment of the Independent Directors are given in the Explanatory Statement pursuant to section 102 (1) of the Act annexed to the Notice of the Nineteenth Annual General Meeting. The Company has received Notices from Members signifying their intention to propose Mr. Mukund Pilankar and Mr. Ajay Kapoor as Independent Directors under section 149 of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Suhas Jadhav will retire at the forthcoming Annual General Meeting and being eligible, have offered himself for re-appointment. The necessary resolutions are being placed before the members for approval

Auditors

M/s N S Bhatt & Associates, Statutory Auditors, retire at the conclusion of the forthcoming annual general meeting and have shown their un-willingness to be re-appointed as the auditors of the Company.

M/s. Mahesh Kumar Jain & Co. (having firm Registration No. - 47473), Chartered Accountants, have given their consent to become statutory autditors of the Company and confirmed their eligibility for appointment as such. Pursuant to the provisions of Section 139 of the Companies Act, 2013, auditors are required to be appojnted for a period of 5 years. Therefore the Board recommends the appointment of M/s. Mahesh Kumar Jain & Co. as the statutory auditors of the Company till the conclusion of the fifth consecutive annual general meeting of the Company to be held in the year 2019.

The comments by the Auditors in their Report are self-explanatory and in the opinion of the Board, do not require any further clarifications.

Directors Comments on qualification(s), reservation(s) or adverse remarks of the Auditors:

1. The Company Does not have Fixed Assets Records

There is work in progress in respect of Factory Building at Nasik it is expected to be complete by next year. The Company is in process of updating the same.

2. Internal Audit System:

The Company is in process of introducing Internal Audit System in line with the requirements.

3. Delay / non-payment of undisputed statutory dues

Due to Financial crunch and attachment of accounts wrongly some delays were there in payment of statutory dues but the company has paid substantial amount though we are hopeful of a favorable verdict in our favor in the appeals pending before the appellate authority .

Other comments, if any, by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors'' Responsibility Statement

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they 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 at the end of the financial year and of the profit of the company for that period;

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

d) they have prepared the annual accounts on a going concern basis.

Particulars of Employees:

None of the employees/director(s) are drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the particulars of employees as required by section 217(2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules are not required to be attached.

Statutory Disclosure

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy: The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports : Rs. Nil (Previous Year 29, 247, 716)

CIF Value of Imports : Rs. Nil

Expenditure in foreign currency: Rs.Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

Registered Office: For and Behalf of the Board

46, Empire Tower, Anil B. Vedmehta Near Associated Petrol Pump, Chairman & Managmg Director C G. Road, Ahmedabad, Gujarat DIN: 00283486

Date: August 14, 2014


Mar 31, 2013

The Members,

To Your Directors are pleased to presenting the Eighteenth Annual Report and Audited Accounts for the year ended March 31, 2013.

Financial Results

(Rs in lacs)

31st March, 31st March, 2013 2012

Total Income 9970.96 16917.20

Total expenditure 9734.99 16654.14

Operating profit (PBDT) 235.97 263.06

Depreciation 70.71 64.07

Finance Cost 62.70 68.39

Profit Before Exceptional Items 102.56 130.60

Exceptional Item - 10.00

Profit before Taxation/Prior period Adjustment 102.56 120.60

Provision for Tax

Current Tax 29.33 27.36

Deferred Tax 2.30 9.65

Profit after Taxation 70.93 83.60

Results of Operations

During the year under review total revenue was 9970.96 Lacs as compared toRs.16917.20 Lacs in the previous year. This was due to shortage of Working Capital and wrong attachment of Company''s accounts by IT authorities. Company is caught in between the bank and IT authorities one up manship. Due to interpretation of IT order the bank have withdrawn enhancement of limit granted to the Company. This has resulted in surrendering orders worth 75 Crores.

The Company is expecting an early positive outcome of Income Tax appeals. Company has initiated dialogue with Bankers for project Finance at competitive rates.

Dividend

The Board of Directors is pleased to recommend a dividend @ 5 % on equity shares of Re. 1 each.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Company''s compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Suhas Jadhav and Mr. Pulkit Mehta retires by rotation at the forthcoming Annual General Meeting. Mr. Jadhav and Mr.Mehta have offered themselves for re-appointment. The necessary resolutions are being placed before the members for their approval.

Auditors

M/s N S Bhatt & Associates, Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the company and being eligible, offers themselves for re-appointment.

Directors Comments on or observation of the Auditors:

1. The Company Does not have Fixed Assets Records

There is work in progress in respect of Factory Building at Nasik it is expected to be complete by December 2013. The Company is in process of updating the same.

2. Internal Audit System:

The Company is in process of introducing Internal Audit System in line with the requirements.

3. Delay / non-payment of undisputed statutory dues

The company''s Cash Credit limit/Bank accounts are wrongly attached by the Income Tax department in respect of some disputed dues, matters relating to which is pending with ITAT, although attachment of Cash Credit Limit is not permissible in law. Thus on application bank has sought legal opinion on the same and we are hopeful that the wrongful attachment shall be removed from the Account. Once the attachment is removed The Board shall pay the dues in due course.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956:

Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2013 and of the results of operations for the year ended 31.03.2013

The financial statements have been audited by M/s N S Bhatt & Associates In accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Mobile & Communication business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal Controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.

Directors have overall responsibility for the Company''s internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Company''s accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees:

None of the employees/director(s) are drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the particulars of employees as required by section 217(2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules are not required to be attached.

Statutory Disclosure

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy: The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports: Rs.29, 247, 716

CIF Value of Imports: Rs. Nil

Expenditure in foreign currency: Rs. Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

For and on behalf of the Board

Place: Ahmedabad Anil Vedmehta

Date: August 14, 2013 Chairman & Managing Director


Mar 31, 2012

To the members,

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

Financial Results (Rs in lacs) For the Year Ended 31 March, 31 March, 2012 2011 Total Income 16917.20 15518.15

Total expenditure 16664.14 15272.24

Operating profit (PBDT) 321.46 307.50

Depreciation 64.07 32.87

Profit before Taxation/Prior period Adjustment 120.60 151.43

Provision for Tax 27.36 34.24

Deferred Tax 9.65 14.55

Profit after Taxation 83.60 102.64

Add Balance Brought forward from previous year - -

Amount available for appropriation 83.60 102.64

Less: Proposed Dividend Incl. Tax 82.98 83.53

Balance carried to Balance Sheet 0.62 19.11

Results of Operations

During the year under review, total revenue was Rs. 16917.20 lacs as compared to Rs. 15518.15 lacs in the previous year thereby registered an increase of 9.02% and operating profit at Rs. 83.60 lacs as compared to Rs. 102.64 lacs in the previous year thus registered aa decrease of 18.55%.

Dividend

The Board of Directors is pleased to recommend a dividend @ 6% on equity shares of Re. 1 each. Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Company''s compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Ajay Kapoor and Mr. Anil Vedmehta retires by rotation at the forthcoming Annual General Meeting. Mr. Ajay Kapoor and Mr. Anil Vedmehta have offered themselves for re-appointment. The necessary resolutions are being placed before the members for their approval.

The office of Mr. Anil Vedmehta as Chairman & Managing Director expired on 31 August, 2012. Pursuant to the approval of the Remuneration Committee at its meeting held on August 14, 2012, the Board of Directors on September 1, 2012 re-appointed Mr. Vedmehta as Chairman & Managing Director, subject to the approval of members in the forthcoming annual general meeting, for a further

period of 3 (Three) years w.e.f. 1 September, 2012. The relevant resolution is placed in the notice of AGM for the approval of the members.

Auditors

M/s. N S Bhatt & Associates, Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the company and being eligible, offers themselves for re-appointment.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956:

Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2012 and of the results of operations for the year ended 31.03.2012.

The financial statements have been audited by M/s. N S Bhatt & Associates. In accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Mobile & Communication business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal Controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.

Directors have overall responsibility for the Company''s internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Company''s accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees:

None of the employees/director(s) are drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the particulars of employees as required by section 217(2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules are not required to be attached.

Statutory Disclosure

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy:

The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption:

As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo:

Total foreign exchange earnings and outgo during the year.

FOB Value of Exports : Rs. 41.51 Lacs

CIF Value of Imports : Rs. 1.64 Lacs

Expenditure in foreign currency : Rs. Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

For and on behalf of the Board of Directors

Place : Mumbai Anil B. Vedmehta Date : 1st September, 2012 Chairman & Managing Director


Mar 31, 2011

To the members,

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

Financial Results

(Rs in lacs) For the Year Ended 31st March, 31st March, 2011 2010

Total Income 15518.15 5533.26

Total expenditure 15333.85 5398.13

Operating profit (PBDT) 184.30 135.13

Depreciation 32.87 26.31

Profit beforeTaxation/Prior period Adjustment 151.43 108.82

Provision for Tax 34.24 29.46

Deferred Tax 14.54 4.05

Profit after Taxation 102.64 75.30

Add Balance Brought forward from previous year 671.91 666.22

Amount available for appropriation 774.55 741.52

Less: Proposed Dividend Incl. Tax 83.53 69.61

Balance carried to Balance Sheet 691.02 671.91

Results of Operations

During the year under review, total revenue was Rs. 15518.15 lacs as compared to Rs. 5533.26 lacs in the previous year thereby registered a whopping jump and operating profit at Rs. 184.30 lacs as compared to Rs. 135.13 lacs in the previous year thus registered an impressive increase of over 39%.

Dividend

The Board of Directors is pleased to recommend a dividend @ 6% on equity shares of Re.1/- each. Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Company''s compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Suhash Jadhav and Mr. Amit Varma retires by rotation at the forthcoming Annual General Meeting. Mr. Suhash Jadhav has offered himself for re-appointment. The necessary resolution is being placed before the members for approval of re-appointment of Suhash Jadhav. Mr. Amit Verma has not offered himself for re-appointment, and hence the term of his office of directorship will expire on the date of the ensuing AGM.

Mr. Pulkit Mehta was appointed as an additional director of the company w.e.f. 3rd September, 2011 and being additional director he holds office only up to the ensuing Annual General Meeting. Notice in writing under section 257 of the Companies Act, 1956 have been received from Mr. Mehta proposing his own candidature.

Auditors

M/s. N S Bhatt & Associates., Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the company and being eligible, offers themselves for re-appointment.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956:

Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2011 and of the results of operations for the year ended 31.03.2011.

The financial statements have been audited by M/s. N S Bhatt & Associates. in accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Mobile & Communication business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.

Directors have overall responsibility for the Company''s internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Company''s accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees

None of the employees/director(s) are drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the particulars of employees as required by section 217(2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules are not required to be attached.

Statutory Disclosure

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy:

The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption:

As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo:

Total foreign exchange earnings and outgo during the year.

FOB Value of Exports : Rs. 38.76 Lacs

CIF Value of Imports : Rs. 77.68 Lacs

Expenditure in foreign currency : Rs. Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

For and on behalf of the Board of Directors

Place : Mumbai Anil B. Vedmehta Date : 3rd September, 2011 Chairman & Managing Director


Mar 31, 2010

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

Financial Results (Rs in lacs)

For the Yead Ended 31st March, 31st March,

2010 2009

Total Income 5533.26 3540.88

Total expenditure 5398.13 3455.06

Operating profit (PBIDT) 135.13 85.82

Depreciation 26.31 25.89

Profit before Taxation/Prior period Adjustment 108.82 59.93

Provision for Tax 29.46 14.16

Deferred Tax 4.05 5.09

Profit after Taxation 75.30 40.68

Add Balance Brought forward from previous year 666.22 625.54

Amount available for appropriation 741.52 666.22

Less: Proposed Dividend Incl. Tax 69.61 Nil

Balance carried to Balance Sheet 671.91 666.22

Results of Operations

During the year under review, total revenue was Rs.5533.26 lacs as compared to Rs. 3540.88 lacs in the previous year thereby registered a whopping jump of over 56% and operating profit at Rs. 135.13 lacs as compared to Rs. 85.82 lacs in the previous year thus registered an impressive increase of over 36%.

Dividend

The Board of Directors is pleased to recommend a dividend @ 5% on equity shares of Re. 1 each.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Companys compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Ramakrishnan Gurusamy and Mr. Deotamuni Mishra retires by rotation at the forthcoming Annual General Meeting. Mr. Gurusamy has offered himself for re-appointment. The necessary resolution is being placed before the members for approval of re-appointment of Mr. Gurusamy. Mr. Deotamuni Mishra has not offered himself for re-appointment, and hence the term of his office of directorship will expire on the date of the ensuing AGM.

Auditors

The existing auditors M/s. N.S. Bhatt & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have shown their unwillingness for re-appointment as the auditors of the Company.

The Board has obtained the confirmation from M/s N.S. Bhatt & Associates, Chartered Accountants of their eligibility and willingness to be appointed as the Statutory Auditors of the Company. A proposal seeking their appointment is provided as part of the Notice of the ensuing Annual General Meeting.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956:

Responsibility in relation to financial statements

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2010 and of the results of operations for the year ended 31.03.2010.

The financial statements have been audited by M/s N.S.Bhatt & Co. in accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Mobile & Communication business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.

Directors have overall responsibility for the Companys internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Companys accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 details of the personnel drawing salary or commission, which exceeds the limit set out in the above section is attached herewith.

Statutory Disclosure

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

A. Conservation of Energy:

The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption:

As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.



 
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