Home  »  Company  »  Noesis Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Noesis Industries Ltd.

Mar 31, 2014

To the Members

The Directors are presenting the 27th Annual Report and Audited Statement of Accounts of the Company for the period ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. In lacs) Particulars Period ended Year ended 31.03.2014 30.06.2013

Revenue from operations & Other Income 273.97 325.49

Profit/(Loss) Before Exceptional & Extraordinary Items and Tax (3811.41) (6131.25)

Exceptional Items 22.58 18021.58

Profit/(Loss) Before Tax (3540.78) (24152.83)

Provision for Taxation- - Income Tax (-) (-)

- Deferred Tax (-) (16.11)

Profit/(Loss) After Tax (3540.78) (24136.72)

2. FINANCIAL / OPERATION PERFORMANCE REVIEW

During the year under review, the Company recorded a turnover of Rs. 273.97 lacs and loss of Rs. (3540.78) lacs. The Company has incurred business losses arising out of product obsolescence, under cutting from unorganized sector, high interest rates and write off of pending claims. Over the past few years, the consumer electronic sector has faced changes in the consumer preferences as well as the demand patterns. The company was trying to diversify to add new products to mitigate these risks, but due to general slow down in the economy; lack of capital and high interest costs, these plans could not get materialized. The company had to write off/revalue some of its obsolete /irrecoverable current assets resulting into business losses.

However, the company is looking at the current reforms in the economy which may bring positive turnaround in the business confidence and investment. Based upon this assessment, the company is hopeful to come forward with a new revival plan during the FY 2014-15 through diversification in new product lines.

3. CHANGE OF NAME OF COMPANY

During the year under review, the Company has changed its name from MVL Industries Limited to Noesis Industries Limited. The change of name was approved by the Members of the Company in last Annual General Meeting and the Registrar of Companies, National Capital Territory of Delhi and Haryana has issued Fresh Certificate of Incorporation on 17th January, 2014 to give effect to above change.

4. ACCOUNTING YEAR

During the year under review, the Company has vide Board resolution dated 02.01.2014 reduced its accounting period by three months i.e. from 30th June to 31st March. As a consequence of the said change in this period the statement of profit and loss figures are for nine months ending 31.03.2014, whereas the comparative figures for previous year are for twelve months ending 30.06.2013.

5. DIVIDEND

Keeping in view the business losses, the directors of your Company do not recommend any dividend for the year under review.

6. DIRECTORS

The Company had pursuant to the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges, appointed Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013 which came into effect form April 1, 2014, every listed public company is required to have atleast 1/3rd of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Companies Act, 2013, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. Rajesh Galhotra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Rakesh Gupta ceased to be the Whole Time Director of the Company w.e.f. 30th November, 2013 but has continued as Director.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 31st March, 2014 and the Loss of the Company for that period;

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

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

8. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

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

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. Mr. R.S. Bhatia, Practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

10. FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s. Arun Kishore & Co., Chartered Accountants as

Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting).

The Company has received letter from M/s. Arun Kishore & Co., Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

12 AUDITORS'' REPORT

a. The Auditors'' Report to the members together with Audited Accounts for the period ended 31st March, 2014 and notes thereon are attached, which are self-explanatory except their remark regarding leave encashment, to which the Board explains that provision of leave encashment are made by the Company of its own estimates, rather than on actuarial valuation basis in terms of Accounting Standard AS-15.

b. Point no. 6 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to the financial statement for the period ended 31.03.2014. Since notes to accounts are part of financial statement prepared by the Company, the Company in the relevant points has explained the each situation which has arisen this time. The relevant clauses of notes to accounts alongwith Board''s response is as follows:-

i. Note No. 27.18 Regarding the financial statements of the company being prepared on a going concern basis notwithstanding the fact that operations have been discontinued, Loss of Rs. 3540.78 Lacs has been incurred during the period, net worth is minus Rs.25155.92 Lacs and defaults towards repayment of dues to banks and financial institution are of Rs. 24494.83 Lacs with no activity for revival: The Board is of the opinion that the company can revive if loans are restructured and new product lines are introduced.

ii. Note No. 27.12 regarding non availability of confirmations in respect of debit and/or credit balances of loans, advances, deposits, trade receivables and trade payable: The Board is of the opinion that due to closure of business line, a wide nature of consequential claims have arisen against the company, therefore, it would not be possible to obtain such confirmations of debit/credit balances.

iii. Note No. 27.19 regarding non provision of penal interest on recalled banks loans declared as NPA: The Board is of the opinion that liability for penal interest payable has not been quantified on account of uncertainty and discretionary nature of lending banks on this matter.

13. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 does not form part of this Report, as no employee of your Company is covered as per provisions contained therein.

14. PERSONNEL

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees.

15. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

16. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that Company increases its market share. The Company has always attempted to use the latest and advanced technology for its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. The slow down in the economy and higher interest costs has also deterred the further research and development activities of the company to keep it abreast with the current technological changes.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo Rs. Nil

18. ACKNOWLEDGEMENT

During the current difficult times where the company is facing all the challenges, your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levels who, through their dedication and co-operation have always supported the company.

By Order of the Board of Directors For Noesis Industries Limited

Sd/- Place: New Delhi (Prem Adip Rishi) Date : 25th August, 2014 Chairman & Managing Director

Registered Office: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: 91-11-41662674 E-mail: coporates@yahoo.com Website: www.mvlindustries.in CIN: L32109DL1986PLC026273


Jun 30, 2013

The Directors have immense pleasure in presenting the 26th Annual Report and Audited Statement of Accounts for the year ended 30th June, 2013.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Year ended Year ended 30.06.2013 30.06.2012

Revenue from operations & Other Income 325.49 37904.72

Profit/(Loss) Before Exceptional & Extraordinary Items and Tax (6131.25) (3763.25)

Exceptional Items 18021.58 (5347.72)

Profit/(Loss) Before Tax (24152.83) (9110.97)

Provision for Taxation·

- Income Tax (-) (586.63)

- Deferred Tax (16.11) (13.20)

Profit/(Loss) After Tax (24136.72) (8511.13)

2. FINANCIAL / OPERATION PERFORMANCE REVIEW

During the year under review, the Company recorded a turnover of Rs. 325.49 lacs and loss after Tax of Rs. (24136.72) lacs. The Company has incurred business losses arising out of product obsolescence, under cutting from unorganized sector, high interest rates and write off of pending claims. Over the past few years, the consumer electronics sector has faced changes in the consumer preferences as well as the demand patterns. The company was trying to diversify to add new products to mitigate these risks, but due to general slowdown in the economy; lack of capital and high interest costs, these plans could not get materialized. The company had to write off/revalue some of its obsolete /irrecoverable current assets resulting into business losses.

However, the company is looking at the current reforms in the economy which may bring positive turnaround in the business confidence and investment. Based upon this assessment, the company is hopeful to come forward with a new revival plan during the FY 2013-14 through diversification in new product lines.

3. SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has shifted its registered office from B-86/1, Okhla Industrial Area, Phase-II, New Delhi-110020 to 1201 B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019.

4. DIVIDEND

Keeping in view the business losses, the directors of your Company do not recommend any dividend for the year under review.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh Galhotra and Mrs. Kalpana Gupta, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Further, during the year under review, Mr. Kamal Jain was inducted in the Board w.e.f 25.05.2013 and Mr. Suresh Kumar Varma resigned from the directorship of the company w.e.f. 25.05.2013.

Brief resumes of Directors proposed to be so appointed or re-appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees of various Companies, have been provided in the Corporate Governance Report.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 30th June, 2013 and the Profit of the Company for that period;

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

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

7. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(F) of the Listing Agreement is annexed hereto as Annexure-I and forms part of Directors' Report.

8. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company as required under Clause 49(VI) of the Listing Agreement is enclosed as Annexure-II. A practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

9. FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of the Companies (Acceptance of Deposits) Rule, 1975, during the last financial year.

10. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(IB) of the Companies Act, 1956.

The Audit Committee and the Board recommends the re-appointment of M/s Arun Kishore & Co., Chartered Accountants.

11. AUDITORS' REPORT

The Auditors' Report to the members together with Audited Accounts for the year ended 30th June 2013 and notes thereon are attached, which are self-explanatory except their remark regarding leave encashment, to which the board explains that provision of leave encashment are made by the Company of its own estimates, rather than on actuarial valuation basis in terms of Accounting Standard AS-15.

12. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 does not form part of this Report, as no employee of your Company is covered as per provisions contained therein.

13. PERSONNEL

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

14. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

15. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that Company increases its market share. The Company has always attempted to use the latest and advanced technology for its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. The slowdown in the economy and higher interest costs has also deterred the further research and development activities of the company to keep it abreast with the current technological changes.

16. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo Rs. Nil

17. ACKNOWLEDGEMENT

During the current difficult times where the company is facing all the challenges, your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levels who, through their dedication and co-operation have always supported the company.

By Order of the Board of Directors

For MVL Industries Limited

Sd/-

Place: New Delhi (Prem Adip Rishi)

Date : 31st October, 2013 Chairman & Managing Director


Jun 30, 2010

The Directors have immense pleasure in presenting the 23rd Annual Report and Audited Statement of Accounts for the year ended 30lh June, 2010.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 30.06.2010 30.06.2009

Sales & Other Income 45357.09 36042.17

Profit Before Tax 1920.00 1236.60

Provision for Taxation

- Current Tax 330.00 339.63

- Fringe Benefit Tax - 5.10

- Deferred Tax (9.91) (86.15)

Profit After Tax 1599.69 978.02

Surplus brought forward 5097.02 4218.99

Profit available for appropriation 6696.70 5197.02

Transfer to General Reserve 100.00 100.00

Balance Carried Forward 6596.70 5097.02

2. FINANCIAL / OPERATION PERFORMANCE REVIEW

During the year under review, the Company recorded a turnover of Rs.43,750.80 Lacs as compared to Rs. 35,482.40 Lacs during the previous year, thus recording a growth of around 21.72% over that of last year. Further, the Company has earned a Profit before Tax of Rs.1919.78.Lacs as against Rs.1236.60 Lacs last year. The Profit after Tax has increased to Rs. 1599.69 Lacs from Rs. 978.02 Lacs of the last year.

3. DIVIDEND

Keeping in view the future growth plans of the Company and requirement of fund for such plans, the directors of your Company do not recommend any dividend for the year under review.

4. LISTING OF SHARES

The Board in their meeting held on 31.03.2010, had allotted 5,00,000 equity shares of Rs.10/- each to M/s Media Magnetic Cassettes Private Limited and 1,81,702 equity shares of Rs.10/- each to M/s MVL Credits Holdings and Leasing Limited on exercising their option to convert Optionally Convertible Warrants into Equity Shares, which was issued and allotted to them on 07/08/2009 These shares got listed on National Stock Exchange of India Ltd (NSE) vide their letter no. NSE/LIST/2010/144655-J dated 16.08.2010 effective from 17.08.2010 and Bombay Stock Exchange Limited (BSE) vide their letter no. 20100816-23 dated 16.08.2010 effective from 17.08.2010.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.

Suresh Kumar Varma and Mrs. Kalpana Gupta, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Further, during the year under review, there was no change in the directorship of the Company.

Brief resumes of Directors proposed to be so appointed or re-appointed, nature of their expertise in specific functional areas, names of Companies in which they hold directorships and their memberships/ chairmanships on Board Committees of various Companies, have been provided in the Corporate Governance Report.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year as on 30th June, 2010 and the Profit of the Company for that period;

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

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

7. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(F) of the Listing Agreement is annexed hereto as Annexure-I and forms part of the Directors Report.

8. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company as required under Clause 49(VI) of the Listing Agreement is enclosed as Annexure-ll. A Practicing Company Secretary has certified compliance with the requirement of corporate governance in relation to Clause 49 of the Listing Agreement.

9. FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rule, 1975, during the last financial year.

10. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the Statutory Auditors, retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office if reappointed. They have furnished a certificate stating that their re-appointment would be within the limits specified under Section 224(IB) of the Companies Act, 1956.

The Audit Committee and the Board recommends the re- appointment of M/s Arun Kishore & Co., Chartered Accountants.

11. AUDITORS REPORT

The Auditors Report to the members together with Audited Accounts for the year ended 30th June 2010 and notes thereon are attached, which are self-explanatory except their remark regarding unconfirmed balances and not providing provision of doubtful debts, to which the board provides the following explanation:

(i) Unconfirmed balances of some of Sundry Debtors. Creditors. Loans. Advances & Deposits: Company has its own Internal Audit System to monitor the reconciliation periodically, hence, confirmation of all outstanding balances at the year end are not taken;

(ii) Non-provision of doubtful debts and advances: Company is hopeful for their recovery during the ensuing year, so no provision has been created.

13. PERSONNEL

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees. Total quality in every sphere of activities, employee training and development continues to be on the top priority of your management.

14. CONSERVATION OF ENERGY

The Company is not covered under Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 therefore not required to make any disclosure of particulars with respect to conservation of energy.

15. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, research and development (R&D) is important to ensure that Company increases its market share. The Company always attempts to use the latest and advanced technology in production process. Keeping pace with the technological developments, the Company keeps on adding sophisticated equipments with focus on automation to minimize manual intervention in the manufacturing process thereby ensuring better quality of the final products.

16. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo

- CIF value of imports of raw material and other goods Rs. 23.18 Lacs

- Foreign travel Rs. 0.14 Lacs

17. ACKNOWLEDGEMENT

Your Company has outperformed the industry in a challenging year and continues to maintain its leadership position. It has also been surpassing all international quality and cost benchmarks and continues to build shareholder value.

Your Directors look to the future with confidence and place on record their appreciation for the overwhelming co- operation and assistance received from investors, customers, business associates, bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levels who, through their dedication, co-operation, support and smart work have enabled the Company to achieve rapid growth.

By Order of the Board of Directors For MVL Industries Limited

Sd/- Place: New Delhi (Prem Adip Rishi)

Date:16th November, 2010 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!