Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 28th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31st, 2015.
1. FINANCIAL SUMMARY
The Company's financial performance for the year alongwith previous
year's figures are given hereunder: (In Rs.)
Particulars F.Y. 2014-15 F.Y. 2013-14
Total Income 1,504,843,404 1,522,533,663
Total Expenditure 1,498,798,340 1,516,937,726
Profit before Depreciation and tax 12,764,425 10,461,116
Less: Depreciation 6,719,361 4,865,179
Profit before taxes 6,045,064 5,595,937
Less: Taxation 2,885,927 2,064,016
Deferred Tax (15,67,705) (316,225)
Profit after Taxes 4,726,842 3,848,146
Add: Balance in profit & loss A/c 29,662,562 25,814,416
Balance Carried to Balance Sheet 34,389,404 29,662,562
2. PERFORMANCE REVIEW
The company is mainly engaged in the business of manufacturing and
trading of cables and wires. The net receipts from Operations during
the year under review were Rs. 1,504,843,404/- as against Rs.
1,522,533,663/- in the previous year. The profit after tax is Rs.
4,726,842/- as against Rs. 3,848,146/- in the previous year. The
Directors are hopeful about achieving better performance in future
especially in view of internet and broadband penetration. The Company
is now focusing more on export business and got approvals from large
manufacturers in Europe. The Company has started new technology cables
to compete the international as well as domestic markets.
3. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year ended 31st March, 2015, no entity became or
ceased to be the subsidiary, joint venture or associate of the Company.
4. DIVIDEND
In view of the Directors consideration to conserve the profits for
future expansion, your Directors do not recommend payment of any
dividend for the year ended March 31,2015.
5. RESERVES
During the financial year 2014-15 the company has not proposed any
amount to carry to the general reserve.
6. SHARE CAPITAL
There was no change in the Equity Share Capital of the Company during
the financial year 2014-2015. As on 31st March 2015, the Authorised
Share Capital of the Company is Rs. 5,00,00,000/- comprising of
50,00,000 equity shares of Rs. 10/-each out of which Subscribed & Paid
- Up Capital of the Company is Rs.4,40,55,000/-.
7. MANAGEMENT AND BOARD OF DIRECTORS
Mr. Vimal Chand Surana (DIN-00092735) Non Executive-Independent
Director He has resigned from the directorship of the Company w.e.f.
31.07.2014. The Board of Director's wish to place on record their
sincere appreciation for contribution made by him, during his tenure as
an Independent director of the Company.
Mr. Naresh Kumar Jain (DIN-02458204) was re-appointed as an Independent
Director not liable to retire by rotation to hold office for a Term up
to 31st March, 2019 in the 27th AGM held on 29.09.2014.
Mr. Arun Kumar Maheshwari (DIN-06794401) was appointed as an Additional
director of the w.e.f. 31.07.2014 and re appointed as an Independent
Director not liable to retire by rotation to hold office for a Term up
to 31st March, 2019 in the 27th AGM held on 29.09.2014.
Mrs. Anuradha Choudhari (DIN-06794396) was appointed as an Additional
Director on the Board of the Company w.e.f. 12.02.2015, and subject to
the approval of the members at the 28th Annual General Meeting her
appointment will be regularized as Non-Executive Director on the terms
and conditions as mentioned in the resolution in the Notice of 28th
AGM.
Mr. Abhinav Choudhari (DIN-03634672) Non-Executive Director of the
company, who retires by rotation, had been re appointed at the 27th AGM
of the company held on 29.09.2014 and He has been regularised as Chief
Financial Officer of the Company w.e.f. 12.02.2015.
Mr. Hirachand Choudhari (DIN-00403806) Promoter & Non-Executive
Director of the Company whose period is liable to retire by rotation
pursuant to the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, retires by rotation in the ensuing AGM
and is not seeking re-appointment.
Mr. Narayn Modi (DIN-06930593) - The Company has received a Notice in
writing alongwith the deposit of requisite amount from a member under
the provisions of section 160 of the Companies Act, 2013, proposing the
candidature of Mr. Narayan Modi for the office of Independent
Director. He, has given his (i)consent in writing to act as Director in
Form DIR- 2 pursuant to Rule 8 of Companies (Appointment &
Disqualification of Directors) Rules, 2014, (ii) intimation in Form
DIR-8 in terms of (Appointment & Disqualification of Directors) Rules,
2014, to the effect that he is not disqualified under sub- section (2)
of Section 164 of the Companies Act, 2013 and (iii) a declaration to
the effect that he meet the criteria of independence as provided in
sub-section (6) of Section 149 of the Companies Act, 2013. He is
eligible to be appointed as an Independent Director of the Company
requires the approval of members at the ensuing AGM.
The relevant details of Director who are proposed to be
appointed/re-appointed at the ensuing AGM are furnished as annexure to
the Notice of 28th AGM.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Meetings of the Board are generally held at the Administrative
Office of the Company at T-16, 3rd Floor, Alankar Plaza, Central Spine,
Vidhyadhar, Jaipur (Rajasthan). During the financial year 2014-2015,
the Board of Directors of the Company, met 17 (Seventeen) times on
01.04.2014, 21.04.2014, 25.04.2014, 30.04.2014, 14.05.2014, 30.05.2014,
24.06.2014, 25.07.2014, 31.07.2014, 05.08.2014, 01.09.2014, 29.10.2014,
31.10.2014, 02.12.2014, 30.12.2014, 12.02.2015 and 02.03.2015.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Board of the Company consists of Six (6) directors out of which the
Two(2) are Independent directors as per the requirement of the
provision of section 149(6) of the Companies Act, 2013. The Independent
Directors viz. Mr. Naresh Kumar Jain and Mr. Arun Kumar Maheshwari have
affirmed that they continue to meet all the requirements specified
under sub section (6) of section 149 of Companies Act, 2013 in respect
of their position as an "Independent Director" of Emgee Cables and
Communications Limited.
10. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
During the reporting financial year, a separate Meeting of the
Independent Directors of the Company, was held on 02.03.2015, at the
Administrative Office of the Company whereat the following items as
enumerated under Schedule IV to the Companies Act, 2013 and clause 49
of the Listing Agreement were set out as the Agenda: a) Review of
performance of Non-Independent Directors and the Board as a whole b)
Review of performance of the Chairperson of the Company, taking into
account the views of Executive Directors and Non-Executive Directors c)
Assessment of the quality, quantity and timeliness of flow of
information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
FORMAL ANNUAL EVALUATION
The evaluation/assessment of the Directors, KMPs and the senior
officials of the Company is to be conducted on an annual basis and to
satisfy the requirements of the Companies Act, 2013.
The following criteria assist in determining how effective the
performances of the Directors/KMPs/Senior officials have been:
* Leadership & stewardship abilities;
* Contributing to clearly define corporate objectives & plans;
* Communication of expectations & concerns clearly with subordinates;
*obtain adequate, relevant & timely information from external sources;
* review & approval achievement of strategic and operational plans,
objectives, budgets;
*regular monitoring of corporate results against projections ;
* identify, monitor & mitigate significant corporate risks ;
*assess policies, structures & procedures ;
*direct, monitor & evaluate KMPs, senior officials ;
* review management's succession plan ;
*effective meetings ;
* assuring appropriate board size, composition, independence, structure
*clearly defining roles & monitoring activities of committees;
* review of corporation's ethical conduct.
Evaluation on the aforesaid parameters was conducted by the Independent
Directors for each of the Executive/Non- Independent Directors in a
separate meeting of the Independent Directors.
The Board evaluated/assessed each of the Directors along with its own
performance and that of the committees on the aforesaid parameters.
It was further acknowledged that every individual Member and Committee
of the Board contribute its best in the overall growth of the
organization.
11. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
In adherence of section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company in its Meeting held on 01.04.2014, approved a
policy on directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a
director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee.
The primary objective of the Policy is to provide a framework and set
standards for the nomination, remuneration and evaluation of the
Directors, Key Managerial Personnel and officials comprising the senior
management. The Company aims to achieve a balance of merit, experience
and skills amongst its Directors, Key Managerial Personnel and Senior
Management. The Nomination and Remuneration Policy is furnished in
Annexure-1 and forms part of this report.
12. PARTICULARS OF EMPLOYEES
None of the Employee's of the Company were in receipt of the
remuneration exceeding the limit prescribed under section 197 of the
Companies Act, 2013 as amended , during the year under review.
* MANAGERIAL REMUNERATION
Details pursuant to section 197(12) of the Companies Act, 2013 read
with the Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report and are annexed
herewith as ANNEXURE - 2.
1) STATUTORY AUDITORS
M/s P.S.D. & Associates, Chartered Accountants, Jaipur (FRN: 004501C)
the Statutory Auditors of the Company were appointed as Statutory
Auditors of the Company pursuant to resolution passed by the
shareholders at the 27th Annual General meeting held on 29.09.2014 for
a term of three Financial years according to Section 139 and 142 of
Companies Act, 2013. Their appointment is subject to ratification at
the ensuing Annual General Meeting. They have confirmed their
eligibility under the Act and that they are not disqualified.
Statutory Auditors' Report
The Auditor's Report is free from any qualification and
self-explanatory.
2) COST AUDITORS
Pursuant to the provisions of Section 141 read with Section 148 of the
Companies Act, 2013 and Rules made thereunder, M/s. Bikram Jain &
Associates, Cost Accountants (FRN. 101610) were appointed as the cost
auditors to conduct the audit of cost records of your company for the
year ending 31 st March, 2015.
In view of the same and in terms of the provisions of Section 148 and
all other applicable provisions of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, M/s. Bikram Jain &
Associates, Cost Accountants have been re-appointed as cost auditors to
conduct the audit of cost records of your company for the Financial
Year 2015-16. The remuneration proposed to be paid to them requires
ratification of the shareholders of the Company. In view of this, your
ratification for payment of remuneration to cost auditors is being
sought at the ensuing Annual General Meeting.
Cost Auditor's Report
The Audit Report of the cost accounts of the Company for the year ended
March 31st, 2015, will be submitted to the Central Government in due
course.
3) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with corresponding Rules framed thereunder, M/s V. M. &
Associates, Company Secretaries in Practice, Jaipur were appointed as
the Secretarial Auditors of the Company to carry out the secretarial
audit for the financial year 2014-15.
The Board has re-appointed M/s V. M. & Associates, Company Secretaries
in Practice, Jaipur as the Secretarial Auditors of the Company to carry
out the secretarial audit for the financial year 2015-16.
Secretarial Audit Report
A Secretarial Audit Report given by the Secretarial Auditors in Form
No. MR-3 is annexed with this Report as ANNEXURE - 3.
The Secretarial Audit report for the financial year ended 31 st March,
2015 is self explanatory.
As regards qualifications, we have to state that the laps occurred due
to inadvertence. However we undertake that the same will not happen in
future.
4) INTERNAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with corresponding Rules framed thereunder, M/s Om Agarwal & Co. ,
Chartered Accountant , Jaipur were appointed as the Internal Auditor of
the Company to carry out the Internal Audit for the financial year
2014-15.
The Board has re-appointed M/s Om Agarwal & Co. , Chartered Accountant
, Jaipur as the Internal Auditor of the Company to carry out the
secretarial audit for the financial year 2015-16.
Internal Audit Report
The Internal Audit report for the financial year ended 31 st March,
2015 is free from any qualification and self explanatory.
14. AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company, comprises
Three (3) Members, namely Shri Naresh Kumar Jain, Independent
Non-Executive Director, Shri Hira Chand Choudhari, Non-Independent
Non-Executive Director, and Shri Arun Kumar Maheshwari, Independent
Non-Executive Director.
Shri Naresh Kumar Jain, an Independent Director, is the Chairman of the
Audit Committee.
The Board accepted the recommendations of the Audit Committee whenever
made by the Committee during the year.
TERMS OF REFERENCE OF AUDIT COMMITTEE:
The terms of reference of the Audit Committee inter alia include the
following:
* the recommendation for appointment, remuneration and terms of
appointment of auditors of the Company;
* review and monitor the auditor's independence and performance, and
effectiveness of audit process;
* examination of the financial statement and the auditors' report
* approval or any subsequent modification of transactions of the
Company with related parties;
* scrutiny of inter-corporate loans and investments;
* valuation of undertakings or assets of the Company, wherever it is
necessary;
* evaluation of internal financial controls and risk management
systems;
* monitoring the end use of funds raised through public offers and
related matters.
VIGIL MECHANISM
The Company has established a Whistle Blower Policy of the Company,
which also incorporates a Vigil Mechanism in terms of the Listing
Agreement for Directors and employees commensurate to the size and the
business of the company to promote ethical behaviour in all its
business activities and to report concerns and unethical behavior,
actual or suspected fraud or violation of our code of conduct and
ethics. Under the said Mechanism, the employees are free to report
violations of applicable laws and regulations and the Code of Conduct.
It also provides for adequate safeguards against the victimization of
persons who use such mechanism.
The functioning of the vigil mechanism is reviewed by the Audit
Committee from time to time.
15. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT - 9 forms part of the
Board's Report and is annexed herewith as ANNEXURE - 4.
16. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR
MANAGEMENT
The Company has adopted a Code of Business Conduct and Ethics for its
Directors & Senior Management Personnel of the Company. During the year
all board members and senior management personnel have affirmed
compliance with the respective Code of Conduct. The code is available
on the website of the Company www.emgeecables.com
17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider
trading, the Company has formulated and implemented a comprehensive
Code of fair Disclosures for Prevention of Insider Trading by its
management and employees. The code lays down guidelines advising them
on procedures to be followed and disclosures to be made while dealing
with shares of Emgee.
18. RISK MANAGEMENT POLICY
Emgee understands controlling risks through a formal programme is
necessary for the well-being of the Company. To this end, the Board
identifies the risks impacting the business and formulate strategies/
policies aimed at risk mitigation as part of risk management.
During the year, the Board of Directors, in its meeting held on
01.04.2014 has also adopted a formal Risk Management policy for the
Company, whereby, risks are broadly categorized into Liquidity Risk,
Funding Risk, Time Risk, Call Risk & Interest Rate Risk. The Policy
outlines the parameters of identification, assessment, monitoring and
mitigation of various risks which are key to business objectives.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company remains committed to ensure an effective internal control
that provides assurance on the efficiency of operations and security of
assets. Your Company's well-established and robust internal audit
processes, both at business and corporate levels, continuously monitor
the effectiveness of the internal control environment across the
Company and the status of compliance with operating systems, internal
policies and regulatory requirements. The Finance Department of the
Company is well staffed with experienced and qualified personnel who
will play an important role in implementing and monitoring the internal
control environment and compliance with statutory requirements.
In the opinion of the Board, The existing internal control framework is
adequate and commensurate to the Size and nature of the business of the
Company.
The Audit Committee reviews adherence to internal control systems and
internal audit reports.
20. FIXED DEPOSITS
In the beginning of the Financial Year 2014-15, there were no deposits
lying with the company and further it is clarified that no money have
been received which fall under the category of Deposits during the
Financial Year 2014-15.
21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186
During the financial year under review, there were no loans/guarantee
given and/or security provided, neither any investments were made by
the Company.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the
financial year are done in the ordinary course of business and on arm's
length basis. The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act 2013
including certain arm's length transactions under third proviso thereto
are disclosed in Form No. AOC-2. Annexure -5 to this report.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
24. HUMAN RESOURCES
The Company recognizes the importance of Human Resource Management in
realizing its growth ambitions and believes in nurturing talent within
the organization to take up leadership positions. The Company believes
that the development of employees is one of the most important enablers
for an organization. This is being done at both individual and team
levels. Sustained development of its employees, professional and
personal, is the hallmark of its human resource policies. The Company
is giving emphasis to upgrade the skills of its human resources in
context of its new ventures in Knowledge Industry. This is in keeping
with its policy of enhancing the individual's growth potential within
the framework of corporate goals.
25. ENVIRONMENT & HEALTH AND SAFETY
Emgee is committed to protecting the health and safety of everyone
involved in its operations as it is committed to protecting the
sustainability of the environment in which it operates. We have worked
hard to put in place management systems; controls; objectives and
targets; strategies; and training that uphold and honour national and
international codes and standards on health, safety and environment.
Whether it is policies that inculcate safe behaviour as a personal
value in all our stakeholders or that prevent accidents, we have put in
place mandatory compliances for all employees and contractors while on
business at our sites.
Fostering a preemptive safety culture across all our assets and
facilities, we also ensure energy conservation facilities at plant
location. We have rain water harvesting locations including our
Administrative office to maintain the balance of natural resource like
water.
Your Company also provides life insurance cover, personal accident
cover and robust medical and health policies to employees, workers, and
channel partners against any unfortunate incident.
We strongly believe that those on the shop floor who actually execute a
task are the best to judge the parameters involved for safety and
welfare.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information on conservation of energy, technology, absorption, foreign
exchange earnings and outgo pursuant to section 134(3)(m) of The
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules,2014 is given in Annexure -6 to this report.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act,
2013, the Board of Directors of the Company hereby state and confirm
that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis;
e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and;
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
29. LISTING OF SHARES
Your company's shares are listed at:
1. BSE Ltd.
2. The Calcutta Stock Exchange Ltd.
3. Ahmedabad Stock Exchange Ltd.
And the listing fees to BSE Ltd. for the year 2015-16 had been duly
paid.
Note: Jaipur Stock Exchange Limited ("JSEL") & Madras Stock Exchange
Limited ("MSE") has been granted Exit by SEBI vide Orders dated March
23, 2015 & May 14, 2015 respectively.
Ahmedabad Stock Exchange Ltd. is in process of de-recognisation vide
Exit Circular issued by Securities and Exchange Board of India (SEBI).
30. APPOINTMENT OF NEW RTA (REGISTRAR & TRANSFER AGENT ) OF THE
COMPANY :
During the year, the Board of Directors consented to appoint MCS Share
Transfer Agent Limited, having its registered office at 12/1/15 Manohar
Purkur Road, Kolkata 700026, as the new RTA (Registrars & Share
Transfer Agents) of the Company in place of MCS Limited, Company's
existing RTA.
All operations and services shall be handled by the MCS Share Transfer
Agent Limited having Branch office at Delhi. The complete address for
communication with the new RTA is given below.
M/s MCS Share Transfer Agent Limited
F-65, 1st Floor, Okhla Industrial Area, Phase - I
New Delhi - 110 020
Telephone No.: 011 - 41406149-52
Fax No. :011-41709881
Email id: [email protected]
31. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Local Authorities, Client,
Vendors, Advisors, Consultants, Associates at all levels for their
continued guidance and support. Your Directors also wish to place on
record their deep sense of appreciation for their commitment,
dedication and hard work put in by every member of the our Company.
To them goes the credit for the Company's achievement and to you, our
shareholders we are deeply grateful for the confidence and the faith
that you have always reposed in us.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
JAIPUR MAY 30 2015 (SHRIPAL CHOUDHARI) (ABHINAV CHOUDHARI)
JAIPUR MAY 30 2015 MANAGING DIRECTOR & CEO DIRECTOR
DIN: 00403872 DIN: 03634672
Mar 31, 2014
The Members,
Emgee Cables and Communications Limited
The Directors have pleasure in presenting their 27th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2014.
FINANCIAL RESULTS :
Particulars Year ended Year ended
on 31.03.2014 on 31.03.2013
(Rs.) (Rs.)
Total Income 1522533663 1500693703
Total Expenditure 1516937726 1498551577
Profit before Depreciation and Tax 10461116 6734716
Less: Depreciation 4865179 4592590
Profit before taxes 5595937 2142126
Less: Taxation 2064016 1160622
Deferred Tax (316225) 457344
Profit after Taxes 3848146 524160
Add: Balance in profit & loss A/c 25814416 25290256
Balance Carried to Balance Sheet 29662562 25814416
OPERATIONS :
The Directors are hopeful about achieving better performance in future
especially in view of internet and broadband penetration. The Company
now focusing more on export business and planning to introduce new
technology cables to compete the international market.
DIVIDEND
In view of the directors consideration to conserve the profits for
future expansion, your Director''s do not recommend payment of any
dividend for the year ended March 31, 2014.
BOARD OF DIRECTORS
During the year under review, Shri Vimal Chand Surana has resigned from
the direstorship of the Company w.e.f. 31.07.2014. The board of
directors wishes to place on record their sincere appreciation for
contribution made by him, during his tenure as an Independent director
of the Company.
In accordance with the provisions of Articles of Association of the
Company, Shri Abhinav Choudhari, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment.
It is also proposed to appoint Mr. Naresh Kumar Jain (DIN : 02458204)
and Mr. Arun Kumar Maheshwari (DIN: 06794401), as Independent Directors
of the Company to hold office for a term up to 31st March, 2019.
FIXED DEPOSITS
The Company has not accepted deposits from public within the meaning of
Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS AND AUDITORS'' REPORT
M/s PSD & Associates, Chartered Accountants, Jaipur the Statutory
Auditors of the Company will retire at the ensuing Annual General
Meeting and are eligible for re-appointment. The company had received a
letter from M/s P.S.D. & Associates, Chartered Accountants, Jaipur to
the effect that their re-appointment, if made, would be withi the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment. They are sought
to be re- appointed for 3 (three) Financial Years.
The qualifications/observations of the auditors are self-explanatory
and have been explained/ clarified wherever necessary in appropriate
notes to Accounts.
COMPLIANCE CERTIFICATE
As per the requirement of section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V.M. & Associates, Company Secretaries
in Whole-time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 and a copy of the Compliance
Certificate is annexed to this report.
PARTICULARS OF EMPLOYEES
None of the Employee''s of the company were in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956 as amended, during the year under review.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE
EARNING AND OUTGO
A. CONSERVATION OF ENERGY
The basic engineering design of the plant is based on optimum
consumption and provision has been made to conserve energy to the
maximum possible extent which would reduce the liability on energy
bills. The requisite information with regard to conservation of energy
in terms of the Companies (Disclosure of Particulars in report of Board
of Directors) Rules, 1988 is set out in separate statements attached
hereto and forms part hereof.
B. TECHNOLOGY ABSORPTION
i) RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out by the Company ;
Improvement and up gradation in quality, productivity and process
efficiency, Development of new applications for utilization of our
products and development of new products.
2. Benefits derived as result of the above R&D ;
Improvement in quality of products, production efficiency and wider
application of products manufactured by the Company.
A. R&D Expenditure :
a) Capital : NIL
b) Recurring expenditure : NIL
B. Future plan of action :
Improvement in quality of products and processes, production,
efficiency, better product mix, reduction in power and fuel consumption
and wider application of the products manufactured by the Company.
ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION
For the Company''s existing product line there is no technical
collaboration. Efforts are made for technology absorption.
The Company always takes initiative for technology absorption which
includes participation in various programmes relating to technological
issues, discussions with various experts in this regard.
C. FOREIGN EXCHANGE EARNING AND OUTGO
FOB value of goods exported Rs. 30652965 (USD 459889.26)
Expenditure in foreign currency Rs. NIL
CORPOR ATF GOVFRNANCF
The Company has implemented all the provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreements with
all the Stock Exchanges where the Company''s securities are listed. It
has always been a constant endeavour of the Company to adopt good
corporate governance code through independent Board, transparent
disclosures and shareholders empowerment for creating and sustaining
shareholder value. The Com- pany believes that the practice of each of
the principles of Corporate Governance creates the right corporate
culture that fulfills the true purpose of Corporate Governance. A
separate section on Corporate Governance along with a certificate from
M/s V.M. & Associates, Company Secretaries, Jaipur, certifying
compliance of stipulations of Clause 49 of listing agreements with the
stock exchanges with regard to the Corporate Governance code is present
elsewhere.
SECRETARIAT. AUDITOR:
As per section 204 of Companies Act 2013, every listed company is
required to annex with its Boards report, a Secrtarial Audit Report
which shall be issued from the financial year 2014-15 onwards which is
to be given by a Company Secretary in practice.
The directors are pleased to confirm the appointment of M/s V.M. &
Associates, Company Secretaries, Jaipur as Secretarial Auditor of the
company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreement with stock exchanges, forms part
of this report and is annexed herewith.
DIRECTOR''S RESPONSIBILITY STATEMENTS:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
(i) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
(ii) they 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 for the financial year ended 31st March 2014 and of profit of
the Company for that year;
(iii) they have taken proper and sufficient care to the best of their
knowledge and ability 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) they have prepared the Annual Accounts on a ''going concern'' basis.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Local Authorities, Client,
Vendors, Advisors, Consultants, Associates at all levels for their
continued guidance and support. Your Directors also wish to place on
record their deep sense of appreciation for their commitment,
dedication and hard work put in by every member of the our Company.
To them goes the credit for the Company''s achievement and to you, our
shareholders we are deeply grateful for the confidence and the faith
that you have always reposed in us.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
DATE : 30.05.2014 (SHRIPAL H. CHOUDHARI) (ABHINAV CHOUDHARI)
PLACE: JAIPUR MANAGING DIRECTOR DIRECTOR
DIN : 00403872 DIN : 03634672
Mar 31, 2012
To,The Members OF Emgee Cables and Communication Limited
The Directors have pleasure in presenting their 25th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2012.
FINANCIAL RESULTS
Particulars Year ended on
31-03-2012 Year ended on
31-03-2011
(Rs-) (Rs.)
Total Income 1,522,547,557 1,409,203,225
Total Expenditure 1,512,580,112 1,398,256,406
Profit before
Depreciation and tax 14,378,093 15,318,722
Less: Depreciation 4,410,648 4,371,903
Profit before taxes 9,967,445 10,946,819
Less: Taxation -1,210,137 23,694
_Provision for Taxation 3,260,317 3,522,584
Profit after Taxes 7,917,265 7,400,541
Add: Balance in profit & loss A/c 17,372,991 9,972,452
Balance Carried to Balance Sheet 25,290,256 17,372,991
OPERATIONS
The Directors are hopeful about achieving better performance in future
especially in view of internet and broadband penetration.
DIVIDEND
In view of the Directors consideration to conserve the profits for
future expansion, your Directors do not recommend payment of any
dividend for the year ended March 31, 2012.
BOARD OF DIRECTORS
In accordance with the provisions of Articles of Association of the
Company, Shri Hira Chand Choudhari, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for re-appointment.
Mr. Abhinav Choudhari who was appointed as an additional Director
w.e.f. 19th October, 2011. The Board received a notice u/s 257 of the
Companies Act, 1956 from a member proposing the candidature of Mr.
Abhinav Choudhari as a Director. In view of this the Board recommends
his appointment as a Promoter Non Executive Director of the Company,
liable to retire by rotation.
The Details are furnished in Explanatory Statement annexed to the
Notice calling AGM.
Mr. Mahipal Choudhari ceased to be associated with the company w.e.f.
19th October, 2011.
The Company is thankful and greatful for his contribution. rexeo
peposrrs
The Company has not invited or accepted any fixed deposit from the
public during the year under review.
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS AND AUDITORS' REPORT
M/s PSD & Associates, Chartered Accountants retire at the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. The Company has received the necessary certificate from
the Statutory Auditors pursuant to section 224 (IB) of the Companies
Act, 1956, regarding their eligibility for appointment. Accordingly,
approval of members is being sought at the forthcoming Annual General
Meeting. The notes on accounts referred to in the Auditors Report are
self explanatory.
COMPLIANCE CERTIFICATE
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. V.
M. & Associates, Company Secretaries in Whole-time Practice, confirming
that the Company has complied with the provisions of the Companies Act,
1956 and a copy of the Compliance Certificate is annexed to this
report.
Further, it is proposed to appoint, M/s V. M. & Associates, Company
Secretaries in Whole- time Practice, for issuance of Compliance
Certificate under section 383A of the Companies Act, 1956, for the
financial year 2012-13.
PARTICULARS OF EMPLOYEES
None of the Employee's of the Company were in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956 as amended, during the year under review.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A. CONSERVATION OF ENERGY
The basic engineering design of the plant is based on optimum
consumption and provision has been made to conserve energy to the
maximum possible extent which ' would reduce the liability on energy
bills. The requisite information with regard to conservation of energy
in terms of the Companies (Disclosure of Particulars in report of Board
of Directors) Rules, 1988 is set out in separate statements attached
hereto and forms part hereof. .
B. TECHNOLOGY ABSORPTION
i) RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out bv the Company :
Improvement and up gradation in quality, productivity and process
efficiency, development of new applications for utilization of our
products and development of new products.
2. Benefits derived as result of the above R&D:
Improvement in quality of products, production efficiency and wider
application of products manufactured by the Company.
A. R&D Expenditure:
a) Capital : NIL
b) Recurring expenditure : NIL
B Future plan of action:
Improvement in quality of products and processes, production,
efficiency, better product mix, reduction in power and fuel consumption
and wider application of the products manufactured by the Company.
ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION
For the Company's existing product line there is no technical
collaboration. Efforts are made for technology absorption.
The Company always takes initiative for technology absorption which
includes participation in various programmes relating to. technological
issues, discussions with various experts in this regard.
C. FOREIGN EXCHANGE EARNING AND OUTGO
Value of Import of raw-material on CIF Basis Rs. Nil Expenditure in
foreign currency Rs. Nil
CORPORATE GOVERNANCE
The Company has implemented all the provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreements with
all the Stock Exchanges where the Company's securities are listed. It
has always been a constant endeavour of the Company to adopt good
corporate governance code through independent Board, transparent
disclosures and shareholders empowerment for creating and sustaining
shareholder value. The Company believes that the practice of each of
the principles of Corporate Governance creates the right corporate
culture that fulfills the true purpose of Corporate Governance. A
separate section on Corporate Governance along with a certificate from
M/s V. M. & Associates, Company Secretaries, Jaipur, certifying
compliance of stipulations of Clause 49 of listing agreements with the
stock exchanges with regard to the Corporate Governance Code is present
elsewhere.
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock Exchanges is annexed and forms part
of the Director's Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) that in preparation of the annual accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ip that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
(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 the preventing and detecting fraud and other
irregularities;
(iv)the Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a 'going concern basis.'
LISTING OF SHARES
Your company's shares are listed at:
1. Bombay Stock Exchange Ltd.
2. The Calcutta Stock Exchange Ass. Ltd.
3. Jaipur Stock Exchange Ltd.
4. Madras Stock Exchange Ltd.
5. Ahmedabad Stock Exchange Ltd.
And the listing fees to BSE Ltd. for the year 2012-13 had been duly
paid.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider
trading, the Company has formulated and implemented a comprehensive
Code of Conduct for Prevention of
Insider Trading by its management and employees. The code lays down
guidelines advising them on procedures to be followed and disclosures
to be made while dealing with shares of EMGEE.
ACKNOWLEDGEMENT
The Directors would like to express their deep gratitude and
appreciation to the various customers and business associates of the
Company for their support and confidence in the Company and the
services provided by it without which the continuing progress of the
Company would not have been possible. They also wish to recognize and
commend the dedication and commitment of the employees.
BY ORDER OF THE BOARD
DATE: 24.08.2012 SHRIPAL H. CHOUDHARI
PLACE: JAIPUR MANAGING DIRECTOR
Mar 31, 2009
The Directors have pleasure in presenting their 22nd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2009.
FINANCIAL RESULTS :
Year ended Year ended
on 31.03.2009 on 31.03.2008
(Rs.) (Rs.)
Total Income 841444635 677784240
Total Expenditure 828951852 670440867
Profit before depreciation and Tax 12492783 7343373
Less : Depreciation 4136670 3633852
Profit before taxes 8356113 3709521
Less : Taxation 7713157 161408
Profit after Taxes 642956 3548113
Add : Balance in profit & loss A/c 2523573 (1024540)
Balance Carried to Balance Sheet 3166529 2523573
OPERATIONS :
The Company has achieved tremendous performance during the year ended
on March 31, 2009. Net Sales increased from Rs. 661733304 to Rs.
878390224 registering growth over 32.74% (approx.). The Profit before
Depreciation & Taxation increased from Rs. 670440867 to Rs. 828951852,
increase of over 23.64% (approx.) in comparison to previous year.
The Directors are hopeful to achieve better performance in future
especially in view of internet and broadband penetration.
DIVIDEND
In view of the directors consideration to conserve the profits for
future expansion, your Directors do not recommend payment of any
dividend for the year ended March 31, 2009.
BOARD OF DIRECTORS
In accordance with the provisions of Articles of Association of the
Company, Shri Hirachand Choudnari, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
In accordance with the provisions of Articles of Association of the
Company, Shri JitendraMehta, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
rc-appointment.
Also in accordance with the provisions of Articles of Association of
the company Shri Shripal Choudhari whose term of appointment as
managing expires on 31sl May, 2009 being eligible is being reappointed
as Managing Director of the Company.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the
public during the year under review.
AUDITORS AND AUDITORS REPORT
M/s PSD & Associates, Chartered Accountants retire at the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. The company has received the necessary certificate from
the Statutory Auditors pursuant to section 224(1B) of the Companies
Act, 1956 regarding their eligibility for appointment. Accordingly,
approval of members is being sought at the forthcoming Annual General
meeting. The notes on accounts referred to in the Auditors Report are
self explanatory except :-
1. Non provision of Gratuity and Leave Encashment (Amount
Unascertained) as required by the Accounting standard AS-15,
"Accounting for retirement benefits in the financial statement of
employer" issued by ICAI. Your directors wants to say that the company
has initiated for acturial valuation.
3. Non provision for Bad and Doubtful debts and advances having
outstanding balances since long time. (Rs. 2.78 Lacs previous year Rs.
24.82 Lacs) Your directors want to clarify that your company is making
all efforts to recover these payments and balances and confident that
the company will recover outstanding balances very soon.
PARTICULARS OF EMPLOYEES
None of the Employees of the company was in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956 as amended, during the year under review.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
A. CONSERVATION OF ENERGY
The basic engineering design of the plant is based on optimum
consumption and provision has been made to conserve energy to the
maximum possible extent which would reduce the liability on energy
bills. The requisite information with regard to conservation of energy
in terms of the Companies (Disclosure of Particulars in report of Board
of Directors) Rules, 1988 is set out in separate statements attached
hereto and forms part hereof.
B. TECHNOLOGY ABSORPTION
i) RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out by the Company :
Improvement and up gradation in quality, productivity and process
efficiency, Development of new applications for utilization of our
products and development of new products.
2. Benefits derived as a result of the above R&D :
Improvement in quality of products, production efficiency and wider
application of products manufactured by the Company.
a. R&D Expenditure :
a) Capital NIL
b) Recurring expenditure : NIL
b. Future plan of action :
Improvement in quality of products and processes, production,
efficiency, better product mix, reduction in power and fuel consumption
and wider application of the products manufactured by the Company.
ii) TECHNOLOGY ABSORPTION, ADAPTATION AND INTIMATION
For the Companys existing product line there is no technical
collaboration. Efforts are made for technology absorption.
The Company always takes initiative for technology absorption which
includes participation in various programmes relating to technological
issues, discussions with various experts in this regard.
C. FOREIGN EXCHANGE EARNING AND OUTGO
Value of Import of raw-material on CIF Basis Rs. 1908380
Expenditure in foreign currency NIL
CORPORATE GOVERNANCE
The Company has implemented all the provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreements with
all the Stock Exchanges where the Companys securities are listed. It
has always been a constant endeavour of the Company to adopt good
corporate governance code through independent Board, transparent
disclosures and shareholders empowerment for creating and sustaining
shareholder value. A separate section on Corporate Governance along
with a certificate from M/s V.M. & Associates, Company Secretaries,
Jaipur, certifying compliance of stipulations of Clause 49 of listing
agreements with the stock exchanges with regard to the Corporate
Governance code is present elsewhere.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock Exchanges is annexed and forms part
of the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENTS :
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure.
2. They have selected such accounting policies & applied them
consistently & made judgments & estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the company
as at March 31, 2009 and of Profit for the year ended March 31, 2009.
3. They have taken proper & 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. They have prepared the annual accounts on a going concern basis.
5. All the Board Members and Senior Management Personnel have affirmed
compliance with the stipulated code of conduct.
APPRECIATION
The Directors would like to express their thanks to the various
customers and business associates of the Company for their support and
confidence in the Company and the services provided by it. They also
wish to recognize and commend the dedication and commitment of the
employees.
FOR AND ON BEHALF OF THE BOARD
FOR EMGEE CABLES AND COMMUNICATIONS LTD.
Date : 31.07.2009 (SHRIPAL H. CHOUDHARI) (MAHIPAL H. CHOUDHARI)
Place : Jaipur MANAGING DIRECTOR DIRECTOR
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