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Directors Report of Servotech Engineering Industries Ltd.

Mar 31, 2014

The Members, Servotech Engineering Industries Limited

The Directors have pleasure in submitting their Report for the year ended 31st March, 2014:

1. FINANCIAL PERFORMANCE

(Amount in Rs.Lakhs) Particulars 2013-14 2012-13

Total Income 390.86 644.23

Total Expenditure 398.85 673.53

PROFIT BEFORE TAX (7.99) (29.30)

Less: Provision of Taxation Including Deferred -- -- Tax

PROFIT AFTER TAX (PAT) (7.99) (29.30)

Add: Balance Brought Forward From Previous (349.15) (319.85) Year

Add: Excess / (Short) Provision for taxation for -- -- Earlier year written back

Balance Carried To Balance Sheet (357.14) (349.15)

2. COMPANY''S PERFORMANCE:

During the year under review, sales and operation income was at Rs.390.86 lacs as against Rs. 644.23 lacs in previous financial year, and incurred Operating profit (Loss) was at Rs. (7.99) Lacs as against of Rs. (29.29) Lacs in the previous year.

3. DIVIDEND

Due to accumulated losses of the Company your Directors do not recommend any dividend for the year under report.

4. DIRECTORS

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ramawtar Sitaram Lahoti, Director of the Company is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offered himself for re-appointment. Board of Directors recommends the above re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Narendra Rameshchandra Gupta, Mr. Rohit Talakchand Doshi, Mr. Jitendra Bhushan Garg as Independent Directors of the Company. In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the annexure of Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

5. AUDITORS AND AUDITORS'' REPORT

The Auditors, M/s Amar Bafna & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Amar Bafna & Associates as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of the 22nd AGM to be held in the year 2017, subject to the ratification of their appointment at every AGM.

The Company had received letters from M/s Amar Bafna & Associates. 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 such re-appointment within the meaning of Section 141 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

6. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

7. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with Auditors'' Certificate confirming Compliance is attached to this report.

8. PARTICULARS OF EMPLOYEES

As there were no employees throughout the year under review who were in receipt of remuneration exceeding the prescribed limit in Companies Act, 1956 and its regulations and rules. Hence, no statement is attached herewith as required in terms of section 217(2A) of the Companies Act, 1956.

9.ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of 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, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard.

During the year, there were no foreign exchange earnings and outgo as per notes to accounts.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. 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 true and fair view of the State of Affairs of the Company at the end of the financial year ended 31st March, 2014 and of profit of the Company for that year;

3. 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;

4. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

11. LISTING FEES

At present 51,31,400 equity shares of the Company are listed on Bombay Stock Exchange Ltd.(BSE) and the Company has paid the applicable Listing Fees to BSE for the year2013-14

12. ENVIRONMENT AND POLLUTION CONTROL:

The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable.

13. CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Radhey Shyam Lahoti, Director, affirming compliance with the Code of Conduct by the Director''s and senior management personnel, for the financial year 2013-14 is annexed and forms part of the Directors and Corporate Governance Report.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussions and Analysis Report, forming part of the Directors'' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), is presented in a separate section forming part of the Annual Report.

15. CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto.

16. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members and all concerned during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

BY ORDER OF THE BOARD FOR SERVOTECH ENGINEERING INDUSTRIES LIMITED

PLACE: Mumbai R S Lahoti DATE: 06/09/2014 (CHAIRMAN & MANAGING DIRECTOR)


Mar 31, 2011

To The Members OF Servotech Engineering Industries Ltd.,

The Directors have pleasure in presenting their Sixteenth Annual Report together with Audited Statement of Accounts of the company for the year ended 31'st March, 2011.

1. FINANCIAL RESULTS:

Current Year Previous Year

Rupees Rupees

Profit/(Loss) before Depreciation

and taxation 4,18,951 65,108

Less : Depreciation 17,922 21,101

Provision for Income Tax FOR FBT -- --

Profit/(Loss) After Dep. & Taxation 4,01,029 44,007 Add : Balance brought forward from

last year (3,00,46,559) (3,00,90,566

(2,96,45,530) (3,00,46,559)

Less : Prior period expenses 1,21,917 --

Profit/(Loss) available for (2,97,67,447) (3,00,46,559) Appropriation

Balance of Loss carried to B/Sheet (2,97,67,447) (3,00,46,559)

2. REVIEW OF OPERATION :

During the year under review, sales and operation income was at Rs.883.06 lacs as against Rs. 24.03 lacs in previous financial year, and incurred Operating profit was at Rs.4.01 Lcas as against of Rs..44 Lacs in the previous year.

3. DIVIDEND :

In view of Current & carried forward losses, your directors regret their inability to recommend any dividend for the year 2010-2011.

4. INSURANCE :

The company has made necessary arrangement for adequately insuring its insurable interest in various assets.

5. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. R S Lahoti & Mr. Prakash G Jain retire by rotation at the forthcoming Annual General Meeting. Mr. Radheyshyam Lahoti & Mr. Prakash G Jain has offered themselves for reappointment.

6. AUDITORS :

M/s. D.C. Surana & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The company has received communication from them to the effect that the appointment, if made, would be with in the limits prescribed under Section 224 (1B) of the Companies act, 1956. They are proposed to be appointment as Auditors of the Company for the financial year 2011-2012.

7. AUDITORS ' REPORT :

The comments observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217 (4) of the Companies Act, 1956.

8. PERSONNEL :

During the year under review, the relations with the employees were extremely cordial. Your Directors would like to place on record their warm appreciation for full co-ordination and devoted services rendered by the Employees of your Company.

9. CONSERVATION OF ENERGY, TECHLOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the company except export earnings and expenses during the year are as follows : Export Earnings Rs. Nil/-

Traveling Expenses Rs. Nil.

10. PARTICULARS OF EMPLOYEES U/S 217 (2A) :

a). Employees employed throughout the year and were in receipt of remuneration for the period in aggregate of Rs. 6,00,000/- per year NIL.

b) Employees employed for part of the year and were in receipt of remuneration of Rs.50,000/- per month or more NIL.

11. DIRECTORS RESPONSIBILITY STATEMENT : Your Directors further report that

1. In the Preparation of the annual account, the applicable accounting standard have been followed and that there were no material departure:

2. the accounting policies selected have been applied, on the basis of 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 2011 and of the Loss of the company for year ended 31.3.2011

3. 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

4. The Directors had prepared the annual accounts on a going concern basis.

12. FIXED DEPOSITS:

The company has not accepted any deposit during the year.

13. ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the valuable support and timely of the financial institutions, government authorities, banks and employees. The co operation and the forbearance of the members are gratefully acknowledged. For and on behalf of the Board of Directors

Sd/- sd/-

R S LAHOTI R A LAHOTI

Place : Mumbai (Director) Director)

Date : 29th August, 2011

 
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