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Directors Report of Sharp India Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty- Ninth Report together with the Audited Statement of Accounts for the year ended on March 31, 2014.

1. FINANCIAL RESULTS : Rs. In ''000'' Year Year ended ended March 31, 2014 March 31, 2013

INCOME

Sales and Services (Gross) 1,781,036 919,228

Less : Excise Duty & Service tax (238,152) (141,452)

Sales and Service income (Net) 1,542,884 777,776

Other Income 266 667

1,543,150 778,443

EXPENDITURE

Manufacturing and other expenses 1,446,136 740,623

Depreciation 55,789 49,181

Financial expense 13,508 1,678

1,515,433 791,482

PROFIT BEFORE TAX 27,717 (13,039)

PROVISION FOR TAX

Wealth Tax 14 5

NET PROFIT /(LOSS) FOR THE YEAR 27,703 (13,044)

PROFIT AND LOSS ACCOUNT,

beginning of the year (212,549) (199,505)

PROFIT AND LOSS ACCOUNT, end of the year, (184,846) (212,549)



2. OPERATIONS :

Gross sales income during the year under review was Rs. 1781.036 Million.

The net Profit of the company for the fiscal 2013- 2014 is Rs.27.703 Million. This was achieved mainly due to manufacture and sales of new product -Air Conditioners.

3. DIRECTORS :

In compliance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013,the appointment of Mr. Sanjay Vaidya, Mr. Sanjay Asher and Mr. Noriyuki Watanabe as Independent Directors is being placed before the Members in Annual General Meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013, and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment..

In accordance with the provisions of the section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sunil Kumar Sinha retire by rotation and being eligible he has offered him selves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. 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 accounts for the financial year ended March 31, 2014, the applicable accounting standards have 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 judgements 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 of the Company for the year under review;

iii) that the Directors have 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 have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co, LLP, Chartered Accountants, Statutory Auditors, have expressed their unwillingness for their re- appointment as the Statutory Auditors of the Company. A special notice has been received from a member for appointment of M/s. S R B C & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of ensuing 29th Annual General Meeting up to the conclusion of the 32nd Annual General Meeting. M/s. S R B C & Co. LLP, Chartered Accountants have furnished required certificate of their eligibility & willingness for appointment as the statutory auditors of the company.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company places very much importance for the conservation of energy and is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. The company continued its efforts to improve its energy usage efficiency. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers , fans and other electronic equipments when not in use; (ii)Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

The in-house development of new models of LCD TVs & newly introduced Inverter type split Air conditioners (ACs) is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan is being absorbed and the company continues to utilize the same.

Benefits derived from R&D :

The efforts made by the company have helped in introducing new energy efficient inverter split Air Conditioners ( ACs) and derivative LCD TV & LED TV models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 8,986

Total 8,986

Total R&D Expenditure as a percentage of total sales turnover 0.58%

11. Cost Audit :

Mr. Chandrashekhar.S. Adawadkar , Practicing Cost Accountant, has been appointed to conduct the Cost Audit of the Company for the financial year ended on 31st March, 2014 as required under the Companies Act 1956, and the Rules made there under,. The due date for filing of the Cost Audit Report for the financial year which ended on 31st March 2014 is 27th September, 2014. The due date for filing cost audit report for the financial year ended on 31st March 2013 was 27th September 2013 and the Company has filed the Cost Audit Report with the Ministry of Corporate Affairs on 24th September 2013.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co- operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Pune, Tomio Isogai Masahiko Nakagawasai 6th August, 2014 Managing Director Executive Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty- Eighth Report together with the Audited Statement of Accounts for the year ended on March 31, 2013.

1. FINANCIAL RESULTS : Rs. In ‘000''

Year Year ended ended March 31, 2013 March 31, 2012

INCOME

Sales and Services (Gross) 919,228 969,107

Less : Excise Duty & Service Tax (141,452) (131,506)

Sales and Service income (Net) 777,776 837,601

Other Income 667 3,864

778,443 841,465

EXPENDITURE

Manufacturing and other expenses 740,623 815,053

Depreciation 49,181 21,982

Financial expense 1,678 9,470

791,482 846,505

PROFIT BEFORE TAX (13,039) (5,040)

PROVISION FOR TAX

Wealth tax 0,005 0,007

NET PROFIT / (LOSS) FOR THE YEAR (13,044) (5,047)

PROFIT AND LOSS ACCOUNT,

beginning of the year (199,505) (194,458)

PROFIT AND LOSS ACCOUNT,

end of the year, (212,549) (199,505)



2. OPERATIONS :

Gross sales income during the year under review was Rs. 919.228 Million.

The net loss of the company for the fiscal 2012- 2013 is Rs.13.044 Million. This was mainly due to additional depreciation on certain machinery, low LCD volume, pressure on prices / margins.

3. DIRECTORS :

Mr. Takashi Mikami resigned as the Managing Director as well as Director of the Company with effect from 28th November 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Takashi Mikami as the Managing Director of the Company.

Mr. Tomio Isogai was appointed as an additional director of the company with effect from 9th December 2012. He was also appointed as the Managing Director of the Company with effect from that date for a period of three years. He holds the office till the ensuing Annual General Meeting as he has been appointed as the additional director of the Company. A notice proposing appointment of Mr. Tomio Isogai under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. His appointment has been made under Schedule -XIII of the Companies Act, 1956. Members consent is sought for his appointment and remuneration payable to him during his tenure as the Managing Director of the Company.

Mr. Hiroaki Takayama resigned as a Director of the Company with effect from 7th November 2012 .The Board places on record their sincere appreciation for the useful contribution made by Mr. Hiroaki Takayama.

Mr. Noriyuki Watanabe was appointed as an additional director of the company with effect from 7th November 2012. He holds office till the ensuing Annual General Meeting as he has been appointed as the additional director of the Company . A notice proposing appointment of Mr. Noriyuki Watanabe under section 257 of the Companies Act, 1956 have been received from the member and included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. Sanjay Asher and Mr. Masahiko Nakagawasai retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors'' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. 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 accounts for the financial year ended March 31, 2013, the applicable accounting standards have 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 judgements 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 loss of the Company for the year under review;

iii) that the Directors have 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 have prepared the accounts for the financial year ended March 31, 2013 on a `going concern'' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co, LLP, Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. LLP has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines.

Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company''s operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways: (i)Reduction of energy consumption by turning off lights, personal computers , fans and other electronic equipments when not in use; (ii)Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (v).Awareness programs towards optimum utilization of natural resources at managerial as well as employee level; (v) Timely repairs & maintenance of water taps in the factory.

The in-house development of new models of TVs is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan has been fully absorbed and the company continues to utilize the same.

Benefits derived from R&D :

The efforts made by the company have helped in introducing derivative LCD TV & LED TV models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 6,533

Total 6,533

Total R&D Expenditure as a percentage of total sales turnover 0.71%

Foreign Exchange Earnings and Out go : Amount Rs.000

Foreign Exchange outgo 631,466

Foreign Exchange earning 22,410

11. Cost Audit :

Cost Audit has become applicable to your company from the financial year 2012- 2013 vide the notification dated 24th January 2012 issued by the Cost Audit Branch of the Ministry of Corporate Affairs. Mr. Chandrashekhar S. Adawadkar , Practicing Cost Accountant, Pune has been appointed as the ''Cost Auditor'' of your company for the financial year 2012-2013. The due date of filing cost audit report for the financial year ended on 31st March 2013 is 27th September 2013.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co- operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company''s employees.

For and on behalf of the Board of Directors

Pune, Tomio Isogai Masahiko Nakagawasai

29th July 2013 Managing Director Executive Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty- Seventh Report together with the Audited Statement of Accounts for the year ended on March 31, 2012.

1. FINANCIAL RESULTS : Rs. In 000

Year Year ended ended March 31, 2012 March 31, 2011

INCOME

Sales and Services (Gross) 969,107 1208,165

Less : Excise Duty & Service Tax (131,506) (89,863)

Sales and Service income (Net) 837,601 1118,302

Other Income 3,864 5,096

841,465 1123,398

EXPENDITURE

Manufacturing and other expenses 815,053 1093,009

Depreciation 21,982 16,451

Financial expense 9,470 5,756

846,505 1115,216

PROFIT/(LOSS) BEFORE TAX (5,040) 8,182

PROVISION FOR TAX

Wealth tax 0,007 0,013

NET PROFIT / (LOSS) FOR THE YEAR (5,047) 8,169

PROFIT AND LOSS ACCOUNT,

beginning of the year (194,458) (202,626)

PROFIT AND LOSS ACCOUNT

end of the year, (199,505) (194,458)

2. OPERATIONS :

Gross Sales income during the year under review was Rs. 969.107 mn. Effective from 1st April 2011, the company has shifted to a new business model wherein it has focused on its core strength of manufacturing. The products manufactured by the Company have been sold to Sharp Business Systems (India) Limited, (SBSIL) a 100% subsidiary company of Sharp Corporation, Japan. SBSIL will handle the after sales activity for all products manufactured by the Company. Due to the change in the business model, the results of the current financial year are not comparable with the results of the previous financial year.

The net loss of the company for the fiscal 2011- 2012 is Rs. 5.047 mn. This was mainly due to the adverse exchange rate

3. DIRECTORS :

Mr. Tadasu Sakamoto resigned as an Executive Director as well as Director of the Company with effect from 25th May 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Tadasu Sakamoto as an Executive Director.

Mr. Masahiko Nakagawasai was appointed as an additional director of the company with effect from 28th May 2012. He was also appointed as an Executive Director of the Company with effect from 28th May 2012 for a period of three years. He holds the office till the ensuing Annual General Meeting as he has been appointed as the additional director. A notice proposing appointment of Mr. Masahiko Nakagawasai under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. Members consent is also sought for his appointment and remuneration payable to him during his tenure as an Executive Director. His appointment and remuneration is also subject to the approval of the Central Government.

Mr. Tomio Isogai resigned as a Director of the Company with effect from 28th May 2012. The Board places on record their sincere appreciation for the useful contribution made by Mr. Tomio Isogai

Mr. Sunil Kumar Sinha was appointed as an additional director of the company with effect from 28th May 2012.He was also appointed as an Executive Director of the Company with effect from 28th May 2012 for a period of three years. He was also appointed as the 'Chairman' of the board of directors of the Company. He holds the office till the ensuing Annual General Meeting as he has been appointed as an additional director. A notice proposing appointment of Mr. Sunil Kumar Sinha under section 257 of the Companies Act, 1956 has been received from a member and included in the notice for the ensuing Annual General Meeting. His appointment has been made under Schedule -XIII of the Companies Act, 1956. Members consent is also sought for his appointment as an Executive Director of the Company.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. Hiroaki Takayama and Mr.Sanjay Vaidya retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors' Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. 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 accounts for the financial year ended March 31, 2012, the applicable accounting standards have 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 judgements 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 loss of the Company for the year under review;

iii) that the Directors have 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 have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

6. AUDITORS :

M/s S. R. Batliboi & Co., Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your Company is conscious about its responsibility to conserve energy, power and other energy sources and has taken necessary steps to conserve the same. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during Manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of Employees

Even though the nature of company's operations is not energy- intensive your company make constant efforts to reduce consumption of energy, light, oil, water & fuel in following ways:

(i) Reduction of energy consumption by turning off lights, personal computers and other electronic equipments, when not in use;

(ii) Timely maintenance and up-gradation of machinery & equipments;(iii)Plantation of trees in the factory (iv).Awareness programs towards optimum utilization of natural resources.

Your company has not imported any new technology during the year under review.

Benefits derived from R&D :

The efforts made by the company have helped in introducing derivative LCD models with unique features & superior technology at competitive costs. These models are designed keeping in view customer requirements.

Expenditure on R & D : Amount Rs.000

Capital -

Recurring 4,747

Total 4,747

Total R&D Expenditure as a percentage of total sales turnover 0.56%

Foreign Exchange Earnings and Out go : Amount Rs.000

Foreign Exchange outgo 739,210

Foreign Exchange earning 45,232

11. Delisting From Pune Stock Exchange Limited:

Your Company has been Delisted from Pune Stock Exchange Limited with effect from 1st March 2012 as per the SEBI (Delisting of Equity Shares)Regulations ,2009. Your company will continue to be listed on Bombay Stock Exchange Limited (BSE) which is having nation wide trading terminals.

12. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the company's employees.

For and on behalf of the Board of Directors

Pune, Takashi Mikami Masahiko Nakagawasai

7th August 2012 Managing Director Executive Director


Mar 31, 2010

The Directors have pleasure in presenting their Twenty-Fifth Report together with the Audited Statement of Accounts for the year ended on March 31, 2010.

1. FINANCIAL RESULTS : Rs. In Million

Year Year ended ended March 31, 2010 March 31, 2009

INCOME

Sales and Services (Gross) 1142.884 1014.073

Less : Excise Duty & Service Tax (73.253) (98.959)

Sales and Service income (Net) 1069.631 915.114

Other Income 10.630 4.190

1080.261 919.304

EXPENDITURE

Manufacturing and other expenses 1035.224 887.435

Depreciation 23.785 18.660

Interest expense 5.154 10.953

1064.163 917.048

PROFIT BEFORE TAX 16.098 2.256

PROVISION FOR TAX

Wealth tax (0.017) (0.027)

Fringe Benefit Tax - (1.429)

NET PROFIT / (LOSS) FOR THE YEAR 16.081 0.800

PROFIT AND LOSS ACCOUNT,

beginning of the year (218.707) (219.507)

PROFIT AND LOSS ACCOUNT,

end of the year (202.626) (218.707)

2. OPERATIONS :

Gross sales and service income during the year under review has increased by 12.70%, over the previous year mainly due to increase in sales of Colour Televisions and LCDs. The Company has continued its efforts in inventory control, quick realization of the receivables which has resulted in reduction in interest cost.

During the current year under review ,your company has made a profit of Rs.16.08 millions after tax .

3. DIRECTORS :

Mr. K. Ajikawa - Managing Director of the company has been re-appointed for a period of three years with effect from 12th August, 2010. Members consent is sought for his re- appointment and remuneration payable to him during his tenure as the Managing Director.

Mr. K. Kawamata resigned as a director of the company with effect from 29th January, 2010. Mr. Noboru Fujimoto resigned as a director of the company with effect from 28th May, 2010. The Board places on record their sincere appreciation for the useful contribution made by Mr. K.Kawamata and Mr.Noboru Fujimoto.

Mr. Hiroaki Takayama was appointed as an additional director of the company with effect from 29th January, 2010. Mr. Koji Domoto was appointed as an additional director of the company with effect from 28th May, 2010. They hold office till the ensuing Annual General Meeting as they have been appointed as the additional directors. A notice proposing appointment of Mr. Hiroaki Takayama and Mr. Koji Domoto under section 257 of the Companies Act, 1956 have been received from the members and included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. S.S.Vaidya and Mr. Sanjay Asher retire by rotation and being eligible they have offered themselves for the reappointment.

4. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE :

The Management Discussion Analysis and the report on Corporate Governance are attached to the Directors Report and form parts of this Annual Report. A Certificate from a Company Secretary in whole time practice verifying compliance thereof is also incorporated in the Corporate Governance section.

5. 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 accounts for the financial year ended March 31, 2010, the applicable accounting standards have 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 judgements 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 of the Company for the year under review;

iii) that the Directors have 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 have prepared the accounts for the financial year ended March 31, 2010 on a `going concern basis.

6. AUDITORS :

M/s S. R. Batliboi & Co., Statutory Auditors, will retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment. M/s S. R. Batliboi & Co. has furnished the required certificate pursuant to section 224(1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

None of the employees whether employed through out the year or part of the year was in receipt of remuneration exceeding the limits specified in section 217 (2A) of the Companies Act, 1956 and the Rules made there under.

8. CERTIFICATES AND MARKS :

Your Company continues to be an ISO 14001 and ISO 9001 certified Company.

9. INDUSTRIAL RELATIONS :

Industrial Relations have been and continue to be harmonious and cordial.

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

Your company is conscious of its responsibility towards conservation of energy, power and environment and has taken the necessary steps to conserve the same. Your company implements the 3E Policy i.e. -

a) Eco-positive Product - Products having less usage of resources and are safe for use,

b) Eco-positive Operation - Reduce adverse impact on environment during manufacturing processes

c) Eco -positive Relationship. - Enhance corporate value during involvement of employees.

Even though the nature of companys operations is not energy- intensive, your company make constant efforts to reduce consumption of energy, light, oil, water & fuel.

The in-house development of new models of Colour Televisions ,and LCDs is supported by strong overseas technical knowledge from Sharp Corporation, Japan. The technology provided by Sharp Corporation, Japan has been fully absorbed and the company continues to utilize the same. Your company has not imported any new technology during the year under review.

Benefits derived from R&D :

- Development of new CTV models with innovative features & superior technology

- Cost saving and reduction

- Introduction of new LCD models. Expenditure on R & D :

Capital Rs. Nil

Recurring Rs. 6,759,038

Total Rs. 6,759,038

Total R&D Expenditure as a percentage of total sales turnover 0.635 %

Foreign Exchange Earnings and Out go :

Used : Rs. 617,538,779 (includes CIF value of Imports, Royalty, Traveling and Bills Negotiation charges)

Earnings : Rs. 777,424



11. ACKNOWLEDGEMENTS :

Your Directors express their gratitude for the valued and timely support and guidance received from Sharp Corporation, Japan and also wish to place on record their appreciation for the co-operation extended by the Bankers, Financial Institutions and its valued investors. The Board also acknowledges the untiring efforts and contribution made by the companys employees.

For and on behalf of the Board of Directors

Pune, K. Ajikawa T. Sakamoto August 2, 2010 Managing Director Executive Director

 
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