Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.
FINANCIAL RESULTS
The financial performance of your Company for the Financial Year ended March 31, 2018 is summarized below:
(Rs. in Crores)
Particulars |
Standalone |
Consolidated |
||
Financial Year ended 31.03.2018 |
Financial Year ended 31.03.2017 |
Financial Year ended 31.03.2018 |
Financial Year ended 31.03.2017 |
|
Revenue from Operation |
158.68 |
185.79 |
158.68 |
185.79 |
Other Income |
5.14 |
7.17 |
5.14 |
7.17 |
Operating Profit (EBITDA) |
14.31 |
14.57 |
14.31 |
14.57 |
Finance Costs |
11.37 |
9.29 |
11.37 |
9.29 |
Depreciation and Amortisation Expense |
2.16 |
2.11 |
2.16 |
2.11 |
Profit before Exceptional items and Tax |
0.88 |
3.17 |
0.88 |
3.17 |
Exceptional Items |
- |
- |
- |
- |
Profit before Tax |
0.88 |
3.17 |
0.88 |
3.17 |
Less: Tax Expense |
0.44 |
(0.40) |
0.44 |
(0.17) |
Profit after Tax |
0.44 |
3.57 |
0.44 |
3.57 |
Profit for the year |
0.44 |
3.57 |
0.44 |
3.57 |
Other Comprehensive Income |
0.09 |
0.11 |
0.09 |
0.11 |
Total Comprehensive Income |
0.53 |
3.68 |
0.53 |
3.68 |
Earnings per Share (Face Value of Rs.5/- per Equity Share) |
0.27 |
2.22 |
0.27 |
2.22 |
FINANCIAL HIGHLIGHTS
During the financial year under review, your Company has achieved Sales and Other Income of Rs.163.82 Crores as against Rs.192.96 Crores in the previous financial year 2016-17.
The EBITDA for the year ended March 31, 2018 stood at Rs. 14.31 Crores as against Rs. 14.58 Crores during the previous year.
The Profit before Tax for the financial year ended March 31, 2018 stood at Rs.0.88 Crore as against a profit of Rs.3.17 Crores earned during the previous financial year ended March 31, 2017. The Profit after Tax for the current year stood at Rs. 0.44 Crore against a profit after Tax Rs. 3.57 Crores earned during the previous year ended 31st March, 2017.
The business in all sectors was very challenging due to the slow growth in construction activity and uncertainty prevalent in the business during the initial few months of implementation of the GST during the year resulting in reduced sales volume as well as profitability of the Company. While there has been a decline in the sales of the Company during 2017-18, there has been a significant improvement in the Operating Profit (EBITDA) of the Company during 2017-18 on account of improved contribution margins from the sale of its products. The Profit before Tax for the year under review remained under pressure due to higher fixed costs on account of Employee Benefits Expense and Finance Costs owing to increased working capital utilisation during the year.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial year 2017-18, have been prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIVIDEND AND RESERVES
Constrained by planned financial investments and conservation of internal accruals for faster growth of the Company, your Directors do not recommend any Dividend for the year under review.
The Company has not transferred any amount to General Reserve during the financial year 2017-18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vivek Mahendru, Joint Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Shri Ved Prakash Mahendru, Chairman and Managing Director, Shri Vivek Mahendru, Joint Managing Director, and Shri Vinay Mahendru, Joint Managing Director were re-appointed for a period of 3 (Three) years w.e.f. 1st October, 2017 in the Annual General Meeting held on 27th September 2017 during the Financial Year 2017-18
The details of Directors being recommended for re-appointment as required under Secretarial Standard 2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice convening the ensuing Annual General Meeting of the Company. Appropriate resolutions seeking your approval to the re-appointment of Directors are also included in the Notice.
Key Managerial Personnel
Mr. Ved Prakash Mahendru, Chairman & Managing Director, Mr. Vivek Mahendru and Mr. Vinay Mahendru, Joint Managing Directors, Mr. K B Satija, Chief Financial Officer and Mr. Shiv Kumar Jha, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Appointments
During the period under review, Mr. Shiv Kumar Jha was appointed as Company Secretary and Compliance Officer on May 15, 2017 and designated as Company Secretary & Compliance Officer of the Company w.e.f. May 24, 2017.
BOARD EVALUATION
The Companies Act, 2013 mandates formal annual evaluation of the performance of the Board, its Committees and individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of performance of Directors individually, Committees of the Board and the Board as a Whole.
The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
MEETINGS OF THE BOARD AND COMMITTEES
Five meetings of the Board of Directors were held during the Financial Year 2017-18. The details of number of Meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report. Besides in term of requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 09, 2018 for the Financial Year 2017-18.
DECLARATION BY INDEPENDENT DIRECTORS
All the independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provision of Companies Act, 2013 and the relevant regulations.
REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made there under and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s Policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website of the Company: http://www.eonelectric.com/investor10.php
AUDIT COMMITTEE
As at 31st March, 2018, the Audit Committee of the Board of Directors of the Company comprised of 3 members namely Shri Ramesh Chander Bansal, Independent Director, Shri Ajoy Kumar Ghosh, Independent Director and Shri Vivek Mahendru, Joint Managing Director. Shri Ramesh Chander Bansal is Chairman of the Audit Committee.
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.
AUDITORS AND AUDITORSâ REPORT
STATUTORY AUDITORS
Under Section 139 of the Companies Act, 2013, and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. M/s J.C. Bhalla & Co., Chartered Accountants, had completed their tenure as the Company''s Statutory Auditors at the 28th AGM of the Company held on 27th September 2017.
On recommendation of the Audit Committee, the Board, in its meeting held on August 31, 2017 and approval of the shareholders in the Annual General Meeting held on 27th September 2017, M/s Bansal and Co LLP., Chartered Accountants, (Firm Registration Number 001113N/N500079), have been appointed as the Statutory Auditors of the Company for a term of five consecutive years i.e. from conclusion of the 28th AGM till the conclusion of 33rd AGM to be convened in the year 2022, subject to ratification by the members at every AGM.
The Audit Committee and the Board of Directors recommend the ratification of appointment of M/s Bansal & Co LLP, Chartered Accountants, as Statutory Auditors of the Company from conclusion of this Annual General Meeting to the conclusion of 33rd Annual General Meeting.
STATUTORY AUDITORSâ REPORT
The Board has duly examined the Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 by M/s Bansal and Co. LLP, Chartered Accountants, which is self explanatory. The report does not contain any observations, disclaimer, qualification or adverse remarks.
Further, no fraud has been reported by the Statutory Auditors'' in terms of Section 143(12) of the Companies Act, 2013 during the year.
COST AUDITORS
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under, Mr. Krishan Singh Berk, Cost Accountant (FRN: 102044 & Membership No. 2724), 365, Sector - 15, Faridabad- 121 007 Haryana, was appointed as the Cost Auditor of the Company for the financial year ended March 31, 2018.
Your Board, on the recommendation of the Audit Committee, has re-appointed Mr. Krishan Singh Berk, Cost Accountant, for auditing the cost records of the Company for the financial year 2018-19. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification of the remuneration of Mr. Krishan Singh Berk, Cost Accountant, is included in the Notice convening the 29th AGM of the Company.
SECRETARIAL AUDITORS & THEIR REPORT
The Company had appointed M/s Navneet K Arora & Co LLP, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditor has submitted its Report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, observation, disclaimer or adverse remark. The Secretarial Audit Report for FY 2017-18 is annexed as Annexure - A to this report.
The Board has re-appointed M/s Navneet K Arora & Co. LLP Company Secretaries, New Delhi as Secretarial Auditors of the Company for Financial Year 2018-19.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form MGT - 9 as stipulated under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith as âAnnexure-Bâ, to this Report.
RELATED PARTY TRANSACTIONS
In terms of Section 134(3)(h), there is no information to be provided regarding the particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, except the transactions as stated in Note No. 43 of the Financial Statements. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
All related party transactions that were entered into during the year under review were in the ordinary course of business and on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of financial year on March 31, 2018 to which these Financial Statements relate and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year ended March 31, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure - Câ to this Report.
RISK MANAGEMENT
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy and established a risk management framework to identify, mitigate and control the risks, which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has a comprehensive Internal Financial Controls system with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
The report on the Internal Financial Control issued by the M/s. Bansal & Co. LLP Chartered Accountants, (FRN: 001113N/N500079), the Statutory Auditors of the Company, forms part of the Annual Report. In the opinion of the Board, the existing Internal Financial Control framework is adequate and commensurate with the size and nature of the business of the Company.
WHISTLE BLOWER AND VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) amended Rules, 2016 are provided in the âAnnexure - D'' to this Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the Financial Statements of the Company''s Joint Ventures / Associates (in form AOC-1) is attached to this Report as âAnnexure - Eâ.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year 2017-18, the provisions of Section 186 of the Companies Act, 2013 were not applicable on the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the Financial year ended on 31st March, 2018.
DEPOSITS
The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:
(a) that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) that 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 as at March 31, 2018 and of the loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.
OTHER INFORMATION
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as âAnnexure - Fâ to this Report.
Certificate on Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and annexed herewith as âAnnexure - Gâ to this Report.
The requisite certificate from M/s. Bansal & Co. LLP, Chartered Accountants, (FRN: 001113N/N500079), Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed herewith to this Report.
Prevention of Sexual Harassment at Workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted Internal Committees at all its locations, known as the Prevention of Sexual Harassment (POSH) Committees, to inquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the Financial Year 2017-18.
Transfer to Investor Education and Protection Fund
Pursuant to Section 124 and 125 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education and protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (âIEPF Rules'') all unclaimed and/ unpaid dividend, application money, debentures interest and interest on deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to the IEPF. Accordingly, all unclaimed and unpaid dividend for a period of seven years from the date they became due for payment, in relation to the Company have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the Company for the amounts so transferred.
As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF Demat Account. The Company has sent notice to all the Members whose dividends are lying unpaid / unclaimed against their name for seven consecutive years or more. Necessary steps will be initiated by the Company to transfer shares held by the members to IEPF as per applicable regulations. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF.
In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF by submitting an online application in the prescribed Form IEPF-5 available on the website www. iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in the Form IEPF- 5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.
Listing of Shares
The Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
The Company has paid annual Listing fee for the Financial Year 2018-19 to the BSE Limited and the National Stock Exchange of India Limited.
Acknowledgements
Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth. The Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.
For and on behalf of the Board of Directors
Ved Prakash Mahendru
Place: New Delhi Chairman & Managing Director
Dated: August 14, 2018 DIN: 00005338
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2016.
FINANCIAL RESULTS
The financial performance of your Company for the Financial Year ended March 31, 2016 is summarized below:
Particulars |
Standalone |
Consolidated |
||
Financial Year ended 31.03.2016 |
Financial Year ended 31.03.2015 |
Financial Year ended 31.03.2016 |
Financial Year ended 31.03.2015 |
|
Sales & Other Income |
182.43 |
136.78 |
182.43 |
136.78 |
Operating Profit / (Loss) (EBITDA) |
6.88 |
(10.67) |
6.88 |
(10.68) |
Finance Costs |
9.19 |
7.40 |
9.19 |
7.40 |
Depreciation and Amortization Expense |
2.14 |
2.12 |
2.14 |
2.12 |
Profit/(Loss) before Exceptional items and Tax |
(4.45) |
(20.19) |
(4.45) |
(20.20) |
Exceptional Items |
0.30 |
1.23 |
0.30 |
1.23 |
Profit/(Loss) before Tax |
(4.15) |
(18.96) |
(4.15) |
(18.97) |
Less: Tax Expense |
(0.13) |
1.47 |
(0.13) |
1.47 |
Profit /(Loss) after Tax |
(4.02) |
(20.43) |
(4.02) |
(20.44) |
Profit/(Loss) for the year |
(4.02) |
(20.43) |
(4.02) |
(20.44) |
Add: Balance brought forward from previous year |
(31.94) |
(11.44) |
(32.94) |
(12.43) |
Less: Adjustment related to Fixed Assets |
- |
(0.07) |
- |
(0.07) |
Balance carried over to Balance sheet |
(35.96) |
(31.94) |
(36.96) |
(32.94) |
Earnings per Share (Face Value of Rs.5/- per Equity Share) |
(2.50) |
(12.73) |
(2.50) |
(12.73) |
FINANCIAL HIGHLIGHTS (On Standalone basis)
There has been a significant improvement in the Turnover and Profitability of the Company during the financial year ended March 31, 2016.
During the financial year under review, your Company has achieved Sales and Other Income of Rs.182.43 crores as against Rs.136.78 crores in the previous financial year 2014-15, thereby recording a growth of 33.36% over the previous financial year 2014-15. The Loss before Tax for the financial year ended March 31, 2016 stood reduced to Rs.4.15 crores as against Rs.18.96 crores in the previous financial year ended March 31, 2015.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial year 2015-16, have been prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIVIDEND AND RESERVES
Constrained by planned financial investments for faster growth, your Directors do not recommend any Dividend for the year under review.
The Company has not transferred any amount to General Reserve during the financial year 2015-16.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments
During the period under review, Dr. Rashmi Vij was appointed as an Additional Director in the category of Independent Director by the Board of Directors, through resolution passed by circulation, on April 24, 2015. Subsequently, the Shareholders of the Company had, in their 26th Annual General Meeting held on September 29, 2015 approved the appointment of Dr. Rashmi Vij as Independent Director of the Company to hold office for a term of five consecutive years commencing from April 24, 2015 to April 23, 2020 and whose office shall not be liable to retirement by rotation.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vivek Mahendru, Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
The details of Director being recommended for re-appointment as required under Secretarial Standard 2 and Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution seeking your approval to the re-appointment of Director is also included in the Notice.
Key Managerial Personnel
Mr. Ved Prakash Mahendru, Chairman & Managing Director, Mr. Vivek Mahendru and Mr. Vinay Mahendru, Whole-time Directors, Mr. K B Satija, Chief Financial Officer and Mr. Vinay Aggarwal, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Resignations & Appointments
During the period under review, Mr. Kumar Indramani, resigned as Sr. Manager (Legal) & Company Secretary w.e.f. October 19, 2015. Mr. Vinay Aggarwal has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 23, 2016.
BOARD EVALUATION
The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of Committees and individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of performance of Directors individually, Committees of the Board and the Board as a Whole.
The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
MEETINGS OF THE BOARD AND COMMITTEES
Six meetings of the Board of Directors were held during the year. The details of number of Meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this report.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the Rules made there under, as well as under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SEPARATE MEETING OF INDEPENDENT DIRCTORS
In term of requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 23, 2016 for the Financial Year 2015-16.
The Independent Directors at the meeting reviewed the following:
a. Performance of Non-Independent Directors and the Board as a whole;
b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Nonexecutive Directors; and
c. Assess 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.
All the Independent Directors attended the meeting under the Chairmanship of Mr. Ramesh Chander Bansal.
REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made there under and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s Policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website of the Company: http://www.eonelectric.com/investors/corporate-policys.html.
AUDITORS STATUTORY AUDITORS
M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), B 5, Sector 6, NOIDA- 201301 UP, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.
The Audit Committee and the Board of Directors recommend the re-appointment of M/s. J.C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), as the Statutory Auditors of the Company in relation to the financial year 2016-17 till the conclusion of the next Annual General Meeting.
STATUTORY AUDITORS'' REPORT
The observations of Statutory Auditors in their reports on Standalone and Consolidated Financials are self-explanatory and therefore do not call for any further comments.
COST AUDITORS
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under, Mr. Krishan Singh Berk, Cost Accountant (FRN: 102044 & Membership No. 2724), 365, Sector - 15, Faridabad - 121 007 Haryana, was appointed as the Cost Auditor of the Company for the financial year ended March 31, 2016.
Your Board, on the recommendation of the Audit Committee, has re-appointed Mr. Krishan Singh Berk, Cost Accountant, for auditing the cost records of the Company for the financial year 2016-17. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification of the remuneration of Mr. Krishan Singh Berk, Cost Accountant, is included in the Notice convening the 27th AGM of the Company.
SECRETARIAL AUDITORS
Your Board had appointed Mr. Manish Ranjan (FCS: 5074) of M/s Manish Ranjan & Associates, Company Secretaries, 503, 5th Floor, Nipun Tower, Plot No. 15, Community Centre, Karkardooma, Delhi - 110092, to conduct the Secretarial Audit of your Company for the financial year ending March 31, 2016. The Secretarial Audit Report is annexed herewith as âAnnexure - A'' to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Your Board of Directors has appointed M/s Navneet K Arora & Co., Company Secretaries, having Office at E8/1, Near Geeta Bhawan Mandir, Shivalik Road, Malviya Nagar, New Delhi - 110017, as the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year ending March 31, 2017.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form MGT - 9 as stipulated under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith as âAnnexure-Bâ, to this Report.
RELATED PARTY TRANSACTIONS
In terms of Section 134(3)(h), there is no information to be provided regarding the particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, except the transactions as stated in Note No. 38 of the Financial Statements. Accordingly, no transactions are being reported in Form No. AOC -2 in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
All related party transactions that were entered into during the year under review were in the ordinary course of business and on an armâs length basis and were in compliance with the applicable provisions of the Companies Act, 2013.
Moreover, on the recommendations of the Audit Committee, the Board had adopted the Policy on Related Party Transactions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of the Companies Act, 2013.
The policy is uploaded at the below web link:
http://www.eonelectric.com/images/investors_pdf/PolicyOnRelatedPartyTransaction.pdf.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of financial year on March 31, 2016 to which these Financial Statements relate and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31, 2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure - Câ to this Report.
RISK MANAGEMENT
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy and established a risk management framework to identify, mitigate and control the risks, which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has a comprehensive Internal Financial Controls system with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
The report on the Internal Financial Control issued by the M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), the Statutory Auditors of the Company forms part of the Annual Report. In the opinion of the Board, the existing Internal Financial Control framework is adequate and commensurate with the size and nature of the business of the Company.
WHISTLE BLOWER AND VIGIL MECHANISM
Your Company has formulated a Vigil Mechanism in place namely, Whistle Blower Policy, in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4 (d)(iv) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Companyâs Code of Conduct. The details of policy is explained in Corporate Governance Report and also uploaded on Companyâs website under the web link:
http://www.eonelectric.com/images/investors_pdf/WhistleBlowerPolicy.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) amended Rules, 2016 are provided in the âAnnexure D'' to this Report.
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) amended Rules, 2016, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is also given in âAnnexure D''.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the Financial Statements of the Companyâs Joint Ventures / Associates (in form AOC-1) is attached to this Report as âAnnexure Eâ.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year 2015-16, the provisions of Section 186 of the Companies Act, 2013 were not applicable on the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
DEPOSITS
The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed:
(a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) that 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 as at March 31, 2016 and of the loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.
OTHER INFORMATION
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as âAnnexure F'' to this Report.
Certificate on Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and annexed herewith as âAnnexure Gâ to this Report.
The requisite certificate from M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed herewith to this Report.
Prevention of Sexual Harassment at Workplace
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules made there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no complaint received from any employee of the Company during the financial year 2015-16.
Listing of Shares
The shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The Company entered into Uniform Listing Agreement with the BSE Limited and the National Stock Exchange of India Limited in the month of February in order to carry out a novation of the erstwhile Listing Agreement.
The Company has paid annual listing fee for the Financial Year 2016-17 to the BSE Limited and the National Stock Exchange of India Limited.
Personnel
Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.
Acknowledgements
Your Companyâs organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companyâs resources for sustainable and profitable growth.
The Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success. The Directors look forward to their continued support in future.
For and on behalf of the Board of Directors
Place: New Delhi Ved Prakash Mahendru
Dated: August 13, 2016 Chairman & Managing Director
DIN: 00005338
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 26th Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2015.
FINANCIAL SUMMARY
The financial performance of the Company for the year ended 31st March,
2015 is summarised below:
(Rs. Crore)
Particulars For the year For the year
ended ended
31st March, 31st March,
2015 2014
Sales & Other Income 136.78 142.85
Operating Profit/ (Loss) (EBITDA) (18.28) (21.63)
Finance Costs 7.40 5.61
Depreciation and
Amortisation Expense 2.12 2.98
Profit/(Loss) before Exceptional
items and Tax (18.96) (24.08)
Exceptional Items 1.23 -
Profit/(Loss) before Tax (18.96) (24.08)
Less: Tax Expense 1.47 (0.64)
Profit/(Loss)afterTax (20.43) (23.44)
Profit/((Loss)fortheyear (20.43) (23.44)
Add: Balance brought forward
from previous year (11.44) 12.00
Less:Adjustment related 0.07 -
Balance carried over to
Balance sheet (31.94) (11.44)
Your Company has achieved Sales and Other Income of Rs. 136.78 crores
during the financial year ended the 31st March, 2015 as against Rs.
142.93 crores during the previous financial year.
DIVIDEND
Constrained by planned financial investment for faster growth, your
Directors do not recommend any dividend for the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri Vinay Mahendru, retires by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for re-appointment. The Board recommends his re-appointment.
During the year under review, the members approved the appointment of
Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan
Sarkar as Independent Directors of the Company for a period of 5 years
w.e.f 30th September, 2014, who are not liable to retire by rotation.
The members have also re-appointed Shri Ved Prakash Mahendru as
Chairman & Managing Director and Shri Vivek Mahendru and Shri Vinay
Mahendru as Executive Directors w.e.f 1st October, 2014 for a period of
3 years.
The Board of Directors has appointed Mrs. Bela Mahendru as Additional
Director in the category of woman director w.e.f 31st March, 2015.
The Board of Directors has also appointed Dr. Rashmi Vij as Additional
Director designated as Independent Director w.e.f 24th April, 2015 and
accepted the resignation of Mrs. Bela Mahendru from the directorship of
the company w.e.f 24thApril, 2015.
The Company has received notice from a member for the candidature of
Dr. Rashmi Vij as Independent Director of the Company alongwith
prescribed fee in terms of Section 160 of the Companies Act, 2013. The
Board recommends the appointment of Dr. Rashmi Vij as Independent
Director.
In accordance with the requirement of Clause 49 of the Listing
Agreement, brief resume of Shri Vinay Mahendru and Dr. Rashmi Vij,
giving details of their expertise areas, directorship and members of
various committees forms part of the Notice of Annual General Meeting.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 as
extract of the Annual Return in the prescribed Form MGT9 is appended as
Annexure E to the Board Report.
NUMBER OF MEETINGS OF THE BOARD
Five meeting of the Board of Directors were held during the Financial
Year 2014-15. The details of Board Meeting and attendance are given in
the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
i. That in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2015, the applicable accounting standards have
been followed alongwith proper explanation relating to material
departures in the Auditors Reportand Notes to Accounts;
ii. 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 financial year and of the
profit and 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, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. That the Directors have prepared the Annual Accounts on a going
concern basis;
v. That the Directors have laid down internal financial controls which
are adequate and are operating effectively;
vi. That the directors have devised proper systems to ensure
compliances with provisions of all applicable laws and such systems are
adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
directors under Section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
During the year under review, the Board of Directors of the Company has
approved a policy on Directors appointment and remuneration including
criteria for determining qualification, positive attributes,
independence of a Director and other matters based on the
recommendation of Nomination and Remuneration Committee of the Company
in terms of Section 178 of the Companies Act, 2013.
The policy on Directors appointment and remuneration to Directors/KMP
etc is furnished in Annexure H.
AUDITORS
STATUTORY AUDITORS
M/s J C Bhalla & Co., Chartered Accountants, Statutory Auditors of the
Company hold office till the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from J C Bhalla & Co. to the
effect that their re-appointment, if made, would be within the limits
prescribed under Section 139 of the Companies Act, 2013 and rules made
thereunder and that they are not disqualified for such re-appointment
within the meaning of Section 141 of the said Act. The Board of
Directors recommends the re-appointment of M/s. J C Bhalla & Co.
Chartered Accountants , as Statutory Auditors of the Company for the
financial year 2015-16.
STATUTORY AUDITORS'' REPORT
The observation of Statutory Auditors in their reports on the financial
statements are self- explanatory and do not call for any fur the
rcomments. The Auditors'' Report does not contain any qualification,
reservation or adverse remark.
COST AUDITORS
In terms of the Cost Audit Order dated 30th June, 2014 notified by the
Ministry of Corporate Affairs which exempted certain industries from
the purview of Cost Audit. Accordingly the Company was not required to
get the cost audit done for the financial year ended 31st March, 2015.
However by virtue of Cost Audit Order notified by the Ministry of
Corporate Affairs dated 31st March, 2014 the Company is again covered
under the purview of Cost Audit for the financial year 2015-16.
The Board of Directors has appointed Mr. Krishan Singh Berk, Cost
Accountants(Firm Registration No. 102044) to conduct the audit of cost
records of the Company for the financial year 2015-16.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board of Directors has appointed Mr.
Manish Ranjan, Practising Company Secretary, to conduct Secretarial
Audit for the financial year ending the 31st March, 2015.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended March 31,2015
in Form No. MR-3 is annexed herewith as Annexure - D.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
RELATED PARTY TRANSACTION
All related party transactions entered during the financial year were
on arm''s length basis and were in ordinary course of business. There
are no material contracts, arrangements or transactions made by company
with its related parties which may have a potential conflict with the
interest of the Company at large. Accordingly no transactions are being
reported in Form No. AOC -2 in terms of Section 134 of the Companies
Act, 2013 read with Companies(Accounts) Rules, 2014. Suitable
disclosure as required by the Accounting Standards(AS 18) has been made
in the notes to the Financial Statements.
The Board of Directors of the Company has approved a Policy on Related
Party Transaction in compliance with Section 188 of the Companies Act,
2013 and Clause 49 of the Listing Agreement, which is uploaded on
Company''s website www.eonelectric.com.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF REPORT
There are no material changes and commitments affecting the financial
position of the Company that have occurred between the end of financial
year on 31st March, 2015 and the date on which this Report has been
signed.
CHANGE OF THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 134(3)(m)of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, as amended form time to
time, is given in Annexure- I and forms part of Directors'' Report.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy and established a risk
management framework to identify, mitigate and control the risks, which
may threaten the existence of the Company in accordance with provisions
of the Companies Act, 2013 and Listing Agreement.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
Report in this Annual Report. The Board approved the evaluation results
as collated by the Nomination and Remuneration Committee.
None of the independent directors are due for re-appointment.
INTERNAL FINANCIAL CONTROLS
The Company has a comprehensive internal control system for all the
major processes to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance
with policies, procedures, laws and regulations, safeguarding of assets
and efficient use of resources.
VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Company has
established a Vigil Mechanism named "Whistle Blower Policy" for the
Directors and employees of the Company to reporta genuine concern about
unethical behaviour, actual or suspected fraud or violation of the
Codes of Conduct or policy.
COMPOSITION OF AUDIT COMMITTEE
The Company has constituted an Audit Committee which comprises of Shri
Ramesh Chander Bansal, Independent Director as the Chairman, Shri Ajoy
Kumar Ghosh, Independent Director and Shri Vivek Mahendru, Executive
Director as members. The Details of Audit Committee is given in
Corporate Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the provisions of Section 197(12) of Companies Act, 2013
read with Rules 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of employees drawing remuneration in
excess of the limits set out in the said rules is given in Annexure F.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are also provided in the Annexure F to this Report.
JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules 2014, the statement containing
salient features of the financial statements of the Company''s Joint
Ventures / Associates (in form AOC-1) is attached to this Report as
Annexure G.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
In terms of Section 2(86) of the Companies Act, 2013 IAFL Power
Distribution & Infrastructure Private Limited, became a Subsidiary
Company w.e.f 1st April, 2014, in which the Company was holding
26,50,000 no. of (10%) convertible Preference Share of the face value
of Rs. 10/- each,.
During the year under review, IAFL Power Distribution & Infrastructure
Private Limited ceased to be Subsidiary Company since the Company has
divested its stake of 26.50 Lacs, 10 % convertible preference shares of
the face value of Rs. 10/-each .
During the year under review, Indo Simon Electric Private Limited
ceased to be Joint Venture Company since the Company has terminated its
Joint Venture Agreement with Simon Holding S.L Spain on 8th September,
2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of women at the
workplace(Prevention, Prohibition & Redressal)Act, 2013. Internal
Complaints Committee(ICC) has been set up to redress complaints
received regarding sexual harassment. All employees(permanent,
contractual, temporary, trainees) are covered under this policy. There
were no complaint received from any employee of the Company during the
financial year 2014-15.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance of Clause 49 of the Listing Agreement entered with the
Stock Exchanges, a separate section on Management Discussion and
Analysis that includes details on the state of affairs of the Company
as required to be given in Directors Report forms part of this Annual
Report given in Annexure A.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
Annexures B & C-1 and form part of this Report.
PERSONNEL
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your Directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
LISTING OF SHARES
The Equity shares of the Company are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE).
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review,
within the meaning of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,2014.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
cooperation and assistance received from various Central and State
Governments, Stakeholders, Banks, Valued clients and business
associates. Your Directors also wish to place on record their deep
sense of appreciation for the unstinting support and efforts of the
employees at all levels towards the operations and growth of the
Company and finally grateful to Board of Directors and members for
unwavering support and guidance.
For and on behalf of the Board of Directors
Place: New Delhi (Ved Prakash Mahendru)
Dated: 11th August, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 25th Annual Report
together with Audited Accounts of your Company for the financial year
ended 31st March, 2014.
FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March,
2014 is summarised below:
(Rs./Crore)
Particulars For the year ended For the year ended
31st March, 2014 31st March, 2013
Sales & other Income 142.93 164.62
Operating Profit / (21.69) (22.63)
(Loss)(EBITDA)
Finance Costs 5.61 2.52
Depreciation and Amortisation 2.98 2.46
Expense
Profit/(Loss) before Tax (24.08) (19.13)
Less: Tax Expenses (0.64) 0.66
Profit /(Loss) afterTax (23.44) (19.79)
Profit/((Loss) for the year (23.44) (19.79)
Add: (a)Profit brought forward 12.00 29.50
from previous year
Balance carried to Balance sheet 11.44 12.00
Your Company has achieved a turnover and other Income of Rs.142.93 crores
during the financial year ended the 31st March, 2014 as against Rs.
164.62 crores during the previous financial year.
DIVIDEND
Constrained by planned financial investment for faster growth, your
Directors do not recommend any dividend for the year under review.
DIRECTORS
We thank the shareholders of the Company for their support in
confirming the appointment of Shri Ranjan Sarkar as Director at the
24th AGM held on 30th September, 2013 who was appointed as Additional
Director w.e.f 12th July, 2013 to act as Independent Director in
compliance of Clause 49 of the Listing Agreement after the resignation
of Dr. Sai Ramachandran from the Directorship of the Company w.e.f.
19th June, 2013 due to his indifferent health.
Sh. Vivek Mahendru, Director is retiring by rotation at the ensuing
Annual General Meeting in terms of the provisions of Companies Act,
2013 and being eligible offer himself for re-appointment at the ensuing
Annual General Meeting.
Your Board recommends his re-appointment at the ensuing Annual General
Meeting.
With the enactment of the Companies Act, 2013, it is now incumbent upon
every listed company to appoint Independent Directors as defined under
Section 149(6) of the Companies Act, 2013.
To comply the Clause 49 of the Listing Agreement, Shri Ramesh Chander
Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar had been appointed
as Directors of the Company under the provisions of erstwhile Companies
Act, 1956, to act themselves as Independent Directors.
The company has received notices from the shareholders for the
candidature of Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and
Shri Ranjan Sarkar as Independent Directors of the Company alongwith
prescribed fee in terms of Section 160 of the Companies Act, 2013.
In order to give effect to the provisions of the Companies Act, 2013,
the Board recommends the appointment of
Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan
Sarkar as Independent Directors of the Company in terms of Section 149
of the Companies Act, 2013 read with amended Clause 49 of the Listing
Agreement to hold office for five(5) consecutive years with effect from
30th September, 2014, not liable to retire by rotation.
The Board also recommends the re-appointment of Shri Ved Prakash
Mahendru, as Chairman & Managing Director, Shri Vivek Mahendru as
Executive Director and Shri Vinay Mahendru as Executive Director, for a
period of 3 (Three) years w.e.f 1st October, 2014 since their current
tenure shall end on 31st July, 2015 and in terms of provision of
Section 196 of the Companies Act, 2013,re-appointment of Managing
Director/ Executive Directors can be made one year before the expiry of
current tenure.
In accordance with the requirement of Clause 49 of the Listing
Agreement, brief resume of Shri Ved Prakash Mahendru, Shri Vivek
Mahendru, Shri Vinay Mahendru, Shri Ramesh Chander Bansal, Shri Ajoy
Kumar Ghosh and Shri Ranjan Sarkar, giving details of their expertise
areas, directorship and members of various committees are forms part of
the Notice of Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134(5) of the Companies Act, 2013
(corresponding to Section 217(2-AA) of the Companies Act, 1956), with
respect to Directors'' Responsibility Statement, it is hereby confirmed:
i. That in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2014, the applicable accounting standards have
been followed and no material departures have been made from the same;
ii. 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 as at 31st March, 2014 and of the profit or
loss of the company for the year ended on that date;
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, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. That the Directors have prepared the Annual Accounts for the
Financial Year ended 31st March, 2014, on a going concern basis.
AUDITORS
M/s J C Bhalla & Co. , Chartered Accountants, New Delhi were appointed
as the Statutory Auditors of the Company to hold office from the
conclusion of the previous Annual General Meeting until the conclusion
of the ensuing Annual General Meeting. The Company has received a
letter from M/s J C Bhalla & Co. to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 139 of the Companies Act, 2013 and that they are not
disqualified for such re-appointment within the meaning of Section 141
of the said Act. The Board of Directors recommends the re-appointment
of M/s J C Bhalla & Co. Chartered Accountants, as Statutory Auditors of
the Company for the financial year 2014-2015.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
Annexures - A and B and form part of this Report.
PARTICULARS OF EMPLOYEES
The information as required under Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, forms part of this report. As per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
report is being sent to the shareholders of the company excluding the
aforesaid information. Any shareholder interested in obtaining the
particulars, may obtain it by writing to the Company Secretary.
PERSONNEL
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your Directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 134(3)(m) of the Companies Act,
2013(corresponding to Section 217(1)(e) of the Companies Act, 1956),
read with Rule 2 of the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1998, as amended form time to
time, is given in Annexure-C and forms part of Directors'' Report.
LISTING OF SHARES
The Equity shares of the Company are listed on the Bombay Stock
Exchange Limited (BSE) and the National Stock Exchange of India Limited
(NSE).
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review,
within the meaning of Section 73 of the Companies Act, 2013
(corresponding to Section 58A & 58AA of the Companies Act, 1956) read
with the Companies (Acceptance of Deposits) Rules, made thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance of Clause 49 of the Listing Agreement entered with the
Stock Exchanges, a separate section on Management Discussion and
Analysis that includes details on the state of affairs of the Company
as required to be given in Directors Report forms part of this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
cooperation and assistance received from various Central and State
Governments, Stakeholders, Banks, Valued clients and business
associates. Your Directors also wish to place on record their deep
sense of appreciation for the unstinting support and efforts of the
employees at all levels towards the operations and growth of the
Company and finally grateful to Board of Directors and members for
unwavering support and guidance.
For and on behalf of the Board of Directors,
Place: Noida (V.P. Mahendru)
Dated: 12th August, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 24th Annual Report
together with Audited Accounts of your Company for the financial year
ended 31st March, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the year ended 31 st
March, 2013 is summarised below:
(Rs./Crore)
Particulars For the year ended For the year ended
31st March, 2013 31st March, 2012
Revenue from Operations 156.14 56.15
EBITDA (22.63) (22.38)
Other Income 8.48 11.67
Finance Costs 2.52 0.59
Depreciation and
Amortisation Expense 2.46 3.15
Profit/(Loss) before Tax (19.13) (14.45)
Less: Tax Expenses 0.66 0.18
Profit /(Loss) after Tax (19.79) (14.63)
Profit/(Loss) from
Discontinuing Operations - (2.29)
Profit/((Loss) for the year (19.79) (16.92)
Add: (a) Profit brought forward
from previous year 29.50 46.42
(b) Loss from Discontinuing
Operations transferred to 2.29 -
Resulting Company pursuant to
Scheme of Arrangement
Balance carried to Balance sheet 12.00 29.50
The Revenue from Operations of your company has gone up by 178.08% to Rs.
156.14 crores during the current financial year as againstRs. 56.15
crores during the previous year, on account of increase of sales of
finished products and traded goods.
DIVIDEND
Constrained by planned financial investment for faster growth, your
Directors do not recommend any dividend for the year under review.
CORPORATE RESTRUCTURING
Pursuant to the Scheme of Arrangement("Scheme") u/s 391 to 394 of the
Companies Act, 1956 between Eon Electric Limited("Eon" ) and Advance
Metering Technology Limited("AMTL) and their respective shareholders
and creditors for demerger of the Metering Division and Power
generation Business of the company duly sanctioned by the Hon''ble High
Court for the States of Punjab & Haryana at Chandigarh vide its Order
dated 27th March, 2012, the Metering Division and Power Generation
Business of Eon stands demerged and transferred to and vested in AMTL
with effect from 1st April, 2011(Appointed Date) on a going concern
basis.
The Scheme became effective on 8th April, 2012(Effective Date) on
filing of the Certified True Copy of the said Order of Hon''ble High
Court with the Registrar of Companies, NCT of Delhi & Haryana.
Pursuant to the above Scheme, the Authorised, Issued, Subscribed and
Paid up Share Capital of Eon as on 9th May, 2012("the Record Date") has
been reduced to half by changing the face value of the shares from Rs. 10
/- to Rs. 5/- each. Accordingly, the Board of Directors of Eon and AMTL
have at their respective meeting held on 12th May, 2012 allotted to all
the eligible shareholders of Eon , one fully paid up Equity Share of
the face value of Rs. 5/- each of Eon and one fully paid equity share of
the face value ofRs.5/- each of AMTL in lieu of every one paid up equity
share of the face value ofRs.10/- each held by them as on the Record
Date.
DIRECTORS
In accordance with provisions of Companies Act, 1956 and Articles of
Association of the Company, Shri R. C. Bansal and Shri A. K. Ghosh
Directors are retiring by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment at the
ensuing Annual General Meeting. Your Board also recommends their
re-appointment at the Annual General Meeting.
Shri Ranjan Sarkar has been appointed as Additional Director w.e.f 12th
July, 2013 and he holds office of Director up to the date of ensuing
Annual General Meeting. The Company has received notice from a member
under section 257 of the Companies Act, 1956 expressing his intention
of proposing his appointment as Director of the Company.
In accordance with the requirement of Clause 49 of the Listing
Agreement, brief resume of Shri R. C. Bansal, Shri A. K. Ghosh and
Shri Ranjan Sarkar, giving details of their expertise areas,
directorship and members of various committees are given by way of
notes to the Notice of Annual General Meeting.
During the year, Shri P.K. Ranade, has resigned from the post of Joint
Managing Director & Directorship of the Company with effect from 23rd
March, 2013 due to his professional pre-occupations and active
involvement in the day to day business of the resulting company Advance
Metering Technology Limited.
Dr. Sai Ramachandran, Non Executive Independent Director has due to his
indifferent health, resigned from the Directorship of the company with
effect from 19th June, 2013.
The Board of Directors place on record its appreciation for the
valuable services rendered by Shri P. K. Ranade and Dr. Sai
Ramachandran during their association as Directors of the Company.
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 Annual Accounts for the Financial
Year ended 31st March, 2013, the applicable accounting standards have
been followed and no material departures have been made from the same;
ii. 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 as at 31st March, 2013 and of the profit or
loss of the company for the year ended on that date;
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 Annual Accounts for the
Financial Year ended 31 st March, 2013, on a going concern basis.
AUDITORS
1. STATUTORY AUDITORS:
M/s J C Bhalla & Co., Chartered Accountants, New Delhi were appointed
as the Statutory Auditors of the Company to hold office from the
conclusion of the previous Annual General Meeting until the conclusion
of the ensuing Annual General Meeting. The Company has received a
letter from M/s. J C Bhalla & Co. to the effect that their re-
appointment, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act. The Board of Directors recommends the re-appointment
of J C Bhalla & Co. Chartered Accountants , as Statutory Auditors of
the Company for the financial year 2013-2014..
2. COST AUDITORS:
The Cost Audit is applicable to the Company from the financial year
2012-13 onwards. Accordingly, pursuant to Section 233B of the Companies
Act, 1956 read with Companies(Cost Accounting Records) Rules 2011 M/s
Berk Patra Kumar & Associates, Cost Accountants were appointed as Cost
Auditors to conduct the cost audit of the Company for the products
falling under Chapter Heading 84 & 85 - Engineering machinery(including
Electrical & Electronic products) for the financial year ending on the
31st March, 2013.
The Company had filed the Compliance Report before Ministry of
Corporate Affairs with in the due date for the financial year ended
March 31, 2012 in terms of The Companies (Cost Accounting Records)
Rules, 2011.
Based on the recommendation of Audit Committee of the Company, the
Board of Directors of the Company has re-appointed M/s Berk Patra Kumar
& Associates, Cost Accountants to conduct the cost audit for the
financial year 2013-14.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
Annexures - A and B and form part of this Report.
PARTICULARS OF EMPLOYEES
The information as required under Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, forms part of this report. As per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
report is being sent to the shareholders of the company excluding the
aforesaid information. Any shareholder interested in obtaining the
particulars, may obtain it by writing to the Company Secretary.
PERSONNEL
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your Directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1998, as amended form time
to time, is given in Annexure-C and forms part of Directors'' Report.
LISTING OF SHARES
The Equity shares of the Company are listed on the Bombay Stock
Exchange Limited (BSE) and the National Stock Exchange of India Limited
(NSE).
The trading of equity shares of the Company was temporarily suspended
with effect from 8th May, 2012 as the Company had fixed 9th May, 2012
as Record Date to ascertain the shareholders who would be eligible for
allotment of shares in terms of Scheme of Arrangement.
The trading of equity shares of the face value of Rs. 5/- each has
re-commenced on BSE & NSE with effect from 7th June, 2012.
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review,
within the meaning of Section 58A & 58AA of the Companies Act, 1956
read with the Companies (Acceptance of Deposits) Rules, 1975 made
thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance of Clause 49 of the Listing Agreement entered with the
Stock Exchanges, a separate section on Management Discussion and
Analysis that includes details on the state of affairs of the Company
as required to be given in Directors Report forms part of this Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
cooperation and assistance received from various Central and State
Governments, Stakeholders, Banks, Valued clients and business
associates. Your Directors also wish to place on record their deep
sense of appreciation for the unstinting support and efforts of the the
employees at all levels towards the operations and growth of the
Company and finally grateful to Board of Directors and members for
unwavering support and guidance.
For and on behalf of the Board of Directors,
Place: Noida (V.P. Mahendru)
Dated: 10th August, 2013 Chairman-Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 23rd Annual Report
together with Audited Accounts of your Company for the year ended 31st
March, 2012.
FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March,
2012 is summarised below:
(Rs./Crore)
Particulars For the For the
year ended year ended
1st March, 31st March,
2012 2011
Sales & Other Income 78.83 49.79
Operating Profit (EBITDA) (7.41) (42.03)
Finance Costs 0.61 3.54
Depreciation and Amortisation Expense 5.11 3.87
Profit before Exceptional and Extra
Ordinary Items (13.13) (49.44)
Extraordinary Items (Profit on Slump
Sale of Switchgear Business) - 395.13
Profit before Tax (13.13) 345.69
Less: Current Tax - 80.50
Deferred Tax 3.78 (0.40)
Wealth Tax 0.03 0.03
Prior period Tax Adjustments (0.02) (0.48)
Profit after Tax (16.92) 266.04
Profit/(Loss) from Discontinuing operations - (2.56)
Profit/((Loss) for the year (16.92) 263.48
Add: Profit brought forward from previous
year 46.42 3.29
Profit available for appropriation 29.50 266.77
Appropriation:
i) Transfer to General Reserve - 200.00
ii) Special Interim Dividend on Equity Shares - 16.95
iii) Arrears of Preference Dividend - 0.40
iv) Preference Dividend for current year - 0.10
v) Corporate Tax on Dividend - 2.90
vi) Balance carried to Balance sheet 29.50 46.42
Your Company achieved a turnover and other income of Rs.78.83 Crore
during the year ended 31st March, 2012 as against Rs. 49.79 Crore
during the previous financial year.
DIVIDEND
Constrained by planned financial investment for faster growth, your
Directors do not recommend any dividend for the year under review.
CHANGE OF NAME OF COMPANY
Consequent upon the slump sale of the Switchgear Business to Era
Electricals Private Limited, a wholly owned subsidiary of Legrand,
France, S.A, the name of the Company was required to be changed by
deleting the word "Indo Asian" from its existing name "Indo Asian
Fusegear Limited" in terms of Business Transfer Agreement executed by
the Company on 22nd July, 2010 with Legrand, France, S.A.
The Board of Directors at their meeting held on 30th April, 2011 had
approved the change the name of the Company from ''Indo Asian Fusegear
Limited'' to "Eon Electric Limited" and accordingly shareholders
approval was obtained through Postal Ballot Process on 7th June, 2011.
The Registrar of Companies, NCT of Delhi & Haryana(ROC) has approved
the change of name of the Company on 29th June, 2011 and issued the
fresh certificate of Incorporation consequent upon change of name of
the Company.
BUY-BACK OF EQUITY SHARES
The Board of Directors at their meeting held on 9th July, 2011 approved
buy-back of 17,84,162 fully paid-up Equity Shares of Rs.10/- each, at a
price not exceeding Rs. 130/- per Equity Share, by utilizing an amount
of not exceeding Rs. 23.19 Crores, from open market through NSE and BSE
using their nation-wide electronic trading facilities in compliance
with the provisions of the Companies Act, 1956 read with Securities and
Exchange Board of India (Buy-Back of Securities) Regulations, 1998.
Accordingly, Public Announcement (PA) dated 27th September, 2011 and
Corrigendum to PA dated 7th October, 2011, were published by the
Company in Financial Express and Jansatta(Delhi edition) on 28th
September, 2011 and 8th October, 2011 respectively.
The Buy-back Offer was open up to 8th July, 2012. The Company commenced
Buy Back on 10th October, 2011 and it closed the Buy back on 24th
October, 2011. Till closure of the Buy back, the Company had
bought-back 17,84,162 Equity Shares, for a total consideration of Rs.
11.55 crores representing 49.80% of the Maximum Buy Back Size. The
Paid-up Capital of the Company after estinguishment of shares bought
back under the Scheme stood at Rs. 16,05,74,660/- consisting of
1,60,57,466 equity shares of Rs. 10/- each.
CORPORATE RESTRUCTURING
During the year under review, the Board of Directors of the Company
have entered into a Scheme of Arrangement under Sections 391 to 394 of
the Companies Act, 1956, with Advance Metering Technology Limited for
Demerger of the Metering Division & proposed Power Generation Business
of the Company into Advance Metering Technology Limited with effect
from the Appointed Date 1st April, 2011.
The above Scheme of Arrangement has been approved by the Board of
Directors of respective Companies. Thereafter, on the directions of
Hon''ble High Court for the States of Punjab & Haryana at Chandigarh,
the meeting(s) Equity Shareholders & Unsecured Creditors of the Company
were held on 28th January, 2012 under the Chairmanship of Court
appointed Chairman, which have duly approved the Scheme of Arrangement.
Thereafter, the Hon''ble High Court for the States of Punjab & Haryana
at Chandigarh vide its Order dated 27th March, 2012 has approved the
Scheme of Arrangement filed for demerger of the Metering Division &
proposed Power Generation Business of the Company.
The Copy of the formal Order of Hon''ble High Court for the States of
Punjab & Haryana at Chandigarh has been filed before Registrar of
Companies, NCT of Delhi & Haryana on 8th April, 2012 and the same has
been registered.
As an integral part of the Scheme, the Share Capital of the Company has
been restructured and reorganised. To ascertain the shareholders who
will be eligible for allotment of shares pursuant to the Scheme, the
Company had fixed 9th May, 2012 as the Record Date. Accordingly the
trading of shares of the Company on BSE & NSE was temporarily suspended
with effect from 8th May, 2012.
As a consideration of demerger, members of the Company have been
allotted one equity share of the face value of Rs. 5/- each of the
Demerged Company "Eon Electric Limited" and one equity share of the
face value of Rs. 5/- each of the Resulting Company "Advance Metering
Technology Limited" in lieu of their holding of one Equity Share of the
face value of Rs. 10/- each of Eon Electric Limited as on the Record
date 9th May, 2012.
Consequently the Authorised Share Capital of your Company stands
reduced from Rs. 25,00,00,000/- divided into 1,90,00,000 Equity Shares
of Rs. 10/- each and 60,00,000 Preference Shares of Rs. 10/- each to
Rs. 12,50,00,000/- divided into 1,90,00,000 Equity Shares of Rs. 5/-
each and 60,00,000 Preference Shares of Rs. 5/- each. The Issued,
subscribed and paid -up share capital of the Company stands reduced
from 1,60,57,466 equity shares of the face value of Rs. 10/- each to
1,60,57,466 equity shares of the face value of Rs. 5/- each.
The trading of equity shares of the face value of Rs. 5/- each of your
Company has been recommenced on BSE & NSE with effect from 7th June,
2012
DIRECTORS
Shri V. P. Mahendru and Shri P. K. Ranade, Directors are retiring by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment at the ensuing Annual General Meeting.
Your Board also recommend their re-appointment at the Annual General
Meeting.
Shri Vivek Mahendru, was appointed as an Additional Director on the
Company with effect from 12th May, 2012 and he holds office of Director
up to the date of ensuing Annual General Meeting. The Company has
received notice from member under section 257 of the Companies Act,
1956, expressing his intention of proposing his appointment as Director
of the Company.
In accordance with the requirement of Clause 49 of the Listing
Agreement, brief resume of Shri V. P. Mahnedru, Shri PK. Ranade and
Shri Vivek Mahendru, giving details of their expertise areas,
directorship and members of various committees are given by way of
notes to the Notice of Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2-AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the Annual Accounts for the Financial
Year ended 31 st March, 2012, the applicable accounting standards have
been followed and no material departures have been made from the same;
ii. 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 as at 31st March, 2012 and of the profit or
loss of the company for the year ended on that date;
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 Annual Accounts for the
Financial Year ended 31 st March, 2012, on a going concern basis.
SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS
As on 31 st March, 2012, the Company has one wholly owned subsidiary
Company namely IAFL Cables Limited.
Statement pursuant to Section 212 of the Companies Act, 1956 relating
to the Subsidiary Company is annexed to and forming part of this
Report. The detailed copy of Annual Report of the subsidiary company
will be made available to the shareholders on request and will also be
kept for inspection by any shareholder at the Registered/Corporate
Office of the Company.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements the consolidated financial statements based on the
financial statements received from subsidiary company as approved by
its Board of Directors are attached, and form part of the Annual
Report.
AUDITORS AND AUDITORS'' REPORT
M/s. J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors of
the company retire at the conclusion of the ensuing Annual General
Meeting and being eligible have offered themselves for re-appointment.
The Company has received a letter from M/s J.C. Bhalla & Co., Chartered
Accountants, Statutory Auditors to the effect that their
re-appointment, if made, would be with in the limits prescribed under
Section 224 (1B) of the Companies Act, 1956 and they are not
disqualified for such reappointment as Statutory Auditors with in the
meaning of Section 226 of the said Act.
The Notes on Accounts referred to in the Auditors'' Report are self
explanatory and do not call for any further comments.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the Annexure-A and B and form part of this Report.
PARTICULARS OF EMPLOYEES
Provision of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
PERSONNEL
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1998, as amended form time
to time, is given in Annexure-C and forms part of Directors'' Report.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE).
FIXED DEPOSITS
The Company has not accepted any deposits during the year under review,
within the meaning of Section 58-A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
cooperation and assistance received from various Central and State
Governments, Stakeholders, Banks, Valued clients and business
associates. Your Directors also wish to place on record their deep
sense of appreciation for the unstinting support and efforts of the the
employees at all levels towards the operations and growth of the
Company and finally grateful to Board of Directors and members for
unwavering support and guidance.
For and on behalf of the Board of Directors,
(V.P. Mahendru) Chairman-Managing Director
Place: Noida
Dated: 14th August, 2012
Mar 31, 2011
The Directors are pleased to present the 22nd Annual Report and the
audited accounts for the financial year ended March 31,2011.
Financial Results
The financial performance of the Company for the financial year ended
March 31,2011 is as follows:
Financial Performance
(Rs./Cr.)
Particulars As on 31st March
2011 2010
Sales & Other Income 134.23 246.19
Operating Profit (EBITDA) (39.43) 23.84
Financial Charges 7.31 17.92
Depreciation 5.26 7.00
Profit before Extra Ordinary Items (52.00) 3.92
Extraordinary ltem(Profit on Slump Sale
of Switchgear Business) 395.13 0.00
Profit before Tax 343.13 0.00
Tax Expense 79.65 1.07
Profit after Tax 263.48 2.85
Add: Profit brought forward from
previous year 3.29 5.94
Profit available for appropriation 266.77 8.79
Appropriation:
i) Transfer to General Reserve 200.00 5.50
ii) Special Interim Dividend on Equity
Shares 16.95 -
iii) Arrears of Preference Dividend 0.40 -
iv) Preference Dividend for current year 0.10 -
v) Corporate Tax on Dividend 2.89 -
vi) Balance carried to Balance sheet 46.42 -
Your Company achieved a turnover and other income of Rs.134.23 Cr. for
the year ended March 31, 2011 as against Rs. 246.19 Cr. in the previous
financial year.
TRANSFER OF BUSINESS
Pursuant to the decision in the meeting of the Board of Directors of
the Company held on 22nd July, 2010 and the approval of the
Shareholders of the Company through Postal Ballot, the Company has
transferred the entire business of developing, manufacturing and
selling Low Voltage Miniature Circuit Breakers, Residual Current
Circuit Breakers, Air Circuit Breakers, Moulded Case Circuit Breakers,
Distribution Boards, Fuses, Fuse Bases, Switches, Feeder Pillars,
Contractors, Thermal Overload Relays("Switchgear Business"), which is a
separate segment as per AS 17, Segment Reporting, to a wholly owned
subsidiary of Legrand France SA by way of Slump Sale as defined under
Section 2(42C) of the Income Tax Act, 1961 on a going concern basis
w.e.f. 9th September, 2010 for a total value of Rs.530.00 Crores on a
Cash and Debt free basis.
Consequent upon the Slump Sale of the Switchgear Business, the current
year financial results include the performance of the Switchgear
Business Segment upto 8th September, 2010. Accordingly the operating
results for the year ended 31st March, 2011 are not comparable with
those forthe preceding year.
DIVIDEND
(1) DIVIDEND ON EQUITY SHARES
The Board of Directors at their meeting held on 11th October,2010 had
declared and paid a Special Interim Dividend of Rs. 10/-(100%) per
share. The total amount of Interim dividend for the year ended 31st
March, 2011 is Rs. 16.95 Cr.
In order to conserve the available funds for further growth and
expansion of the Companys business, the Board of Directors do not
recommend any further dividend for the year under review and hence the
interim dividend of 100% per equity share paid during the year shall be
considered as the final dividend.
(2) DIVIDEND ON PREFERENCE SHARES
The Board of Directors at their meeting held on 11th October, 2010 had
approved the payment of arrears of dividend on 1,000,000 10% Cumulative
Redeemable Preference Share of Rs. 10/- each held by the foreign
collaborators for the Financial year 2007 to 2010.
Further the Board of Directors at their meeting held on 17,th March,
2011 had approved the payment of Dividend to 1,000,000 10% Cumulative
Redeemable Preference Share of Rs. 10/-each for the Financial
year2010-2011.
The Tax on Dividend works qut Rs. 2.89 Cr. which has since been paid.
REDEMPTION OF PREFERENCE SHARES
The Board of Directors at their meeting held on 17th March, 2011 had
approved the redemption of 1,000,000 10% Cumulative Redeemable
Preference Shares of Rs. 10/- at par amounting to Rs. 10,000,000/-
(Rupees One Crore only) which were allotted to Heinrich Kopp, GmbH of
Germany. The effect of redemption of Preference shares has been given
in the Annual Accounts of the Company forthe current year.
DIRECTORS
In accordance with the Articles of Association of the Company, Shri A.
K. Ghosh and Shri Vinay Mahendru, Directors are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The information required to be
furnished under Clause 49 of the Listing Agreement is given in the
Notice of the Twenty Second Annual General Meeting.
There are on other changes in the Composition of the Board of Directors
of the Company.
DIRECTORSRESPONSIBILITY STATEMENTS
Pursuant to the requirement under Section 217(2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
ii. 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 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 Annual Accounts for the
Financial Year ended 31st March, 2011, on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements , the audited Consolidated Financial Statements
are annexed to and forming part of this Report.
AUDITORS AND AUDITORS REPORT
M/s. J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from them, to the effect that their
reappointment, if made, would be with in the prescribed limits under
Section 224 (1B) of the Companies Act, 1956 and they are not
disqualified for such re-appointment with in the meaning of Section 226
of the said Act.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance are given in
the Annexure-A and B and form part of this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
PERSONNEL
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your Directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 217(1 )(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1998, as amended form time
to time, is given in Annexure-C and forms part of Directors Report.
SUBSIDIARY COMPANY:
During the financial year 2010-11, IAFL Cables Ltd.(formerly Indo Asian
Cables Ltd.) has become a wholly owned subsidiary of the Company. The
Annual Accounts of the said Company are annexed to and forming part of
this Report.
Statement pursuant to Section 212 of the Companies Act, 1956 relating
to the Subsidiary Company is annexed to and forming part of this
Report. The detailed copy of Annual Report of the subsidiary company
will be made available to the shareholders on request and will also be
kept for inspection by any shareholder at the Registered/Coporate
Office of the your company.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Ltd. (NSE).
FIXED DEPOSITS
During the year, the Company has re-paid all the fixed deposits. The
Company has no unclaimed / unpaid deposit.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
ACKNOWLEDGEMENT
Your Directors express their appreciation for the support and
co-opearation received from the financial Institutions, Banks,
Government authorities, customers, vendors and members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staffs and workers of the Company.
On behalf of the Board of Directors
Place: Noida (V.P. Mahendru)
Dated:12th May, 2011 Chairman-cum-Managing Director
Mar 31, 2010
We are pleased to present the 21s1 Annual Report together with Audited
Accounts of your company for the year ended 31st March, 2010.
Financial Performance
(Rs./Cr.)
Particulars For the year ended 31st March
2010 2009
Sales & Other Income 246.19 271.17
Operating Profit (EBITDA) 23.84 30.05
Financial Charges 17.92 16.08
Depreciation 7.00 6.61
Profit before Tax 3.92 7.36
Provision for Taxes 1.07 1.73
Profit after Tax 2.85 5.63
Add: Profit brought forward from 5.94 13.81
previous year
Profit available for appropriation 8.79 19.44
Arrears of Preference Dividend Paid and
Income tax thereon - -
Transferred to General Reserve 5.50 13.50
Retained Profit carried forward to the 3.29 5.94
next year
Your Company achieved a turnover and other income of Rs. 246.19 Cr. for
the year ended March 31, 2010 as against Rs. 271.17 Cr. in the previous
financial year.
Dividend
In view of the need to conserve resources for faster growth, your
Directors do not recommend Dividend on equity share capital as well as
preference share capital of the Company for the year ended 31st March,
2010.
Directors
Sh. R. C. Bansal and Dr. Sai Ramachandran, Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Directors Responsibility Statements
Pursuant to the requirement under Section 217(2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
I. That in the preparation of the Annual Accounts for the Financial
Year ended 31" March, 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 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 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 Annual Account for the
Financial Year ended 31" March, 2010, on a going concern basis.
Auditors
M/s. J.C. Bhalla & Co., Chartered Accountants, Auditors of your Company
will retire at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. They have
confirmed that their re- appointment if made, shall be within the
limits of Section 224 (1) (B) of the Companies Act, 1956.
Auditors Report
The observations made in the Auditors Report are self-explanatory and
therefore, do not call for any further comments under Section 217 (3)
of the Companies Act, 1956.
Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the AnnexureA& B and forms part of this Report.
Particulars of Employees
The information as required under Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, forms a part of this report as per provision of Section 219(1
)(b)(iv) of the companies Act, 1956, the report is being sent to all
the shareholders of the company excluding the aforesaid information.
Any shareholder interested in obtaining the particulars may obtain it
by writing to the Company Secretary.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
& Outgo
Information required under Section 217(1 )(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1998, as amended from time
to time, is given in Annexure-C and forms part of Directors Report.
Listing of Shares
The Equity share of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Ltd. (NSE).
Fixed Deposits
Your Company has no unclaimed / unpaid or overdue deposit, during the
year under review.
Managements Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
Appreciation
Your Directors deeply appreciate the valuable co-operation, continued
support and guidance extended by the Companys Bankers, Financial
Institutions, Government Agencies, Collaborators, Stockists, Dealers,
Business Associates, and also the contribution of all employees to the
Company.
Your company would like to take this opportunity to express sincere
thanks to its valued clients and customers for their continued
patronage. The Directors wishes to thanks its investors, bankers,
rating agencies and stock exchanges for their support. Finally the
Directors wish to express their gratitude to the Members for their
trust and support.
On behalf of the Board of Directors
Place: Noida (U.P.) (V.P. Mahendru)
Dated: 29th May, 2010 Chairman-cum-Managing Director
Mar 31, 2009
We are pleased to present the 20th Annual Report together with Audited
Accounts of your company for the year ended 31 st March, 2009.
Financial Performance.
(Rs./Cr.)
Particulars For the year ended 31 st March
2009 2008
Sales & Other Income 271.17 277.15
Operating Profit (EBITDA) 30.05 34.76
Financial Charges 16.08 12.09
Depreciation 6.61 6.33
Profit before Tax 7.36 16.34
Provision for Taxes 1.73 2.82
Profit after Tax 5.63 13.52
Add: Profit brought forward from 13.80 17.40
previous year
Profit available for appropriation 19.43 30.92
Arrears of Preference Dividend Paid - 0.12
and Income tax thereon
Transferred to General Reserve 13.50 17.00
Retained Profit carried forward to the 5.93 13.80
next year
Your Company achieved a turnover of Rs. 271.17 cr. for the year ended
March 31, 2009 as against Rs. 277.15 cr. in the previous financial
year. While Exports increased to Rs. 72.50 cr. from Rs. 60.44 cr.
previous year, domestic sales declined to Rs. 194.21 cr. from Rs.
214.29 crore. Further, the Company has reported a Net Profit of Rs.
5.63 cr. as against Rs. 13.52 cr. in the previous year.
It may be pertinent for us to explain the reasons for Companys results
which were affected by the economic slow down resulting in shrink in
construction industry, exports, industrial development and partly on
account of market cash crunch including:
(a) Increased pressure on margins resulting in lower sales
(b) Rise in raw material prices without corresponding hike in sale
prices due to increasing competition.
(c) Rise in Sundry Debtors due to increased credit period for Dealers /
Customers resulting in higher interest cost.
(d) Overall increase in Interest expenses due to higher interest rates
and increased borrowings for purposes of expansion / modernisation
while the benefits of increased capex will be seen over time, it
resulted in additional interest expenses.
(e) Exchange rate fluctuation losses of Rs. 1.60 cr.
(f) Higher fixed expenses especially salaries. While this could have
been curtailed, higher salaries were required to be paid to retain
talent, in particular, in a highly competitive environment.
Your Directors are fully seized of the Companys performance related
issues and have already initiated proactive measures and solutions with
a view to achieving a turn-around. Your Directors are aware the
solution lies in:
(a) Enhancing companys market share of sales substantially,
(b) Improving internal efficiencies in areas of marketing,
debt-collection, technology etc.,
(c) In-depth professionalization of Financial and Risk Management,
(d) Strengthening Relationship Management with all stake holders
including potential customers.,
(e) Organizing training and education for company executives to impart
higher skills for improved performance,
(f) Restructuring and implementing cost control measures to curtail
losses, etc.
Being pro-active and focussed management, the following steps have
already been initiated in this regard:
(a) Appointment of Ernst and Young, a most well-known Financial
Consultancy Firm to study and recommend suitable additional measures
for building further operational efficiency.
(b) Efforts are also afoot to further strengthen the Companys internal
Management in areas of Marketing, Sales, Recoveries, Exports etc.
Dividend
In view of the need to conserve resources for faster growth, your
Directors do not recommend Dividend on equity share capital as well as
preference share capital of the Company for the year ended 31 st March,
2009.
Directors
Sh. V. R Mahendru and Sh. R K. Ranade, Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
Director Responsibility Statements
Pursuant to the requirement under Section 217(2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the Annual Accounts for the Financial
Year ended 31 st March, 2009, 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 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 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 Annual Account for the
Financial Year ended 31 st March, 2009, on a going concern basis.
Auditors
M/s. J.C. Bhalla & Co., Chartered Accountants, Auditors of your Company
will retire at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment if made, shall be within the limits
of Section 224 (1B) of the Companies Act, 1956.
Auditors Report
The observations made in the Auditors Report are self-explanatory and
therefore, do not call for any further comments under Section 217 (3)
of the Companies Act, 1956. However, the Auditors reported the
following:
(i) Certain Delays in deposit of TDS
There were few instances of delay in deposit of T.D.S. As the company
is having a centralised Accounts Department at its Head Office whereas
the manufacturing facilities and branches are spread all over the
country, due to inadvertence certain information regarding T. D. S.
could not be received in time resulting in delay in its deposit.
However adequate steps have now been taken to ensure that such
instances do not occur.
(ii) Regarding non-disclosure of the required information in respect of
Micro, Small & Medium Enterprise
The Company has not received information from vendors regarding their
status under the Micro, Small and Medium Enterprises Development Act,
2006 and hence disclosure relating to amounts unpaid at the year end
together with interest paid / payable under this Act and as required by
Schedule VI to the Companies Act, 1956 have not been given.
Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the Annexure-A and B and forms part of this Report.
Particulars of Employees
The information as required under Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as
amended, forms part of this report as per provision of Section 219(1)
(b) (iv) of the companies Act, 1956, the report is being sent to ail
the shareholders of the company excluding the aforesaid information.
Any shareholder interested in obtaining the particulars may obtain it
by writing to the Company Secretary.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
& Outgo
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, as amended form time
to time, is given in Annexure-C and forms part of Directors Report.
Listing of Shares
The Equity share of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Ltd. (NSE).
Fixed Deposits
Your Company has no unclaimed / unpaid or overdue deposit, during the
year under review.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
Appreciation
Your Directors deeply appreciate the valuable co-operation, continued
support and guidance extended by the Companys Bankers, Financial
Institutions, Government Agencies, Collaborators, Stockists, Dealers,
Business Associates and also the contribution of all employees to the
Company.
Your company would like to take this opportunity to express sincere
thanks to its valued clients and customers for their continued
patronage. The Directors wishes to thanks its investors, bankers,
rating agencies and stock exchanges for their support. Finally the
Directors wish to express their gratitude to the Members for their
trust and support.
On behalf of the Board of Directors
Place: Noida (V.P. Mahendru)
Dated: 15th June, 2009 Chairman-cum-Managing Director
Mar 31, 2008
The Directors have pleasure in presenting the 19th Annual Report
together with audited accounts of the company for the year ended 31st
March, 2008.
FINANCIAL PERFORMANCE
(Rs./ Crore)
Particulars For the year ended
31st March, 2008 31st March, 2007
Sales & Other Income 277.15 225.46
Operating Profit (EBITDA) 34.76 29.74
Financial Charges 12.09 5.76
Depreciation 6.33 3.69
Profit before Tax 16.34 20.29
Provision for Taxes 2.82 2.91
Profit after Tax 13.52 17.38
Add : Profit brought forward
from previous year 17.40 25.02
Profit available for
appropriation 30.92 42.40
Arrears of Preference Dividend
Paid and Income tax thereon 0.12 -
Retained Profit carried forward
to the next year 30.80 42.40
Your company achieved a turnover of Rs. 277.15 Cr for the year ended
March 31, 2008 as against Rs. 225.46 Cr. in the previous financial
year, registering an impressive growth of 23%. The Company has reported
a Net Profit of Rs. 13.52 Cr. as against Rs. 17.38 Cr. in the previous
year.
DIVIDEND
In view of the need to conserve resources for faster growth, your
Directors do not recommend Dividend on equity share capital as well as
preference share capital of the Company for the year ended 31st March,
2008. Your Directors have paid arrears of preference dividend for the
year ended 31st March, 2006.
DIRECTORS
Sh. Vinay Mahendru and Sh. A.K.Ghosh, Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts for the financial
year ended 31st March, 2008, 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 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 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 annual accounts for the
financial year ended 31st March, 2008, on a going concern basis.
AUDITORS
M/s. J. C. Bhalla & Co., Chartered Accountants, Auditors of your
Company will retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have confirmed that their re- appointment if made, shall be within the
limits of section 224 (1) (B) of the Companies Act, 1956.
AUDITORS REPORT
The observations made in the Auditors Report are self-explanatory and
therefore, do not call for any further comments under section 217 (3)
of the Companies Act, 1956. However, the Auditors reported the
following:
(i) Certain Delays in deposit of an amount of Rs. 4341/- of TDS amount
during the year:
There was a delay in deposit of an amount of Rs. 4341/- of TDS due to
certain technical problems at the time of implementation of new ERP
system and the amount has since been deposited in the treasury account.
(ii) Regarding non-disclosure of the required information in respect of
Micro, Small & Medium Enterprise:
The Company has not received information from vendors regarding their
status under the Micro, Small and Medium Enterprises Development Act,
2006 and hence disclosure relating to amounts unpaid at the year end
together with interest paid / payable under this Act and as required by
Schedule VI to the Companies Act, 1956 have not been given.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the Annexure-A and B and forms part of this Report.
PARTICULARS OF EMPLOYEES
The Information as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particular of Employees) Rules, 1975, as
amended, forms part of this report. As per provisions of Section 219(1
)(b)(iv) of the Companies Act, 1956, the report is being sent to all
the shareholders of the Company excluding the aforesaid information.
Any shareholder interested in obtaining the particulars, may obtain it
by writing to the Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1998, as amended from time
to time, is given in Annexure-C and forms part of Directors Report.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange Limited
(NSE).
FIXED DEPOSITS
Your Company has no unclaimed/ unpaid or overdue deposit, during the
year under review.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
Pursuant to Section 205A of the Companies Act, 1956 during the
financial year 2007-08, the Company has transferred the unclaimed
dividend for the financial year 1999-2000, which remained unpaid or
unclaimed for 7 years to the Investor Education and Protection
Fund(IEPF).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
APPRECIATION
Your Directors deeply appreciate the valuable co-operation and
continued support extended by the Companys Bankers, Financial
Institutions, Government Agencies, Collaborators, Stockists, Dealers,
Business Associates, and also the contribution of all employees to the
Company.
On behalf of the Board of Directors
Place : Noida (V.P. MAHENDRU)
Dated : 27th June, 2008 Chairman-cum- Managing Director
Mar 31, 2007
The Directors have pleasure in presenting the 18th Annual Report
together with Audited accounts of the company for the year ended 31st
March 2007.
FINANCIAL PERFORMANCE
(Rs./Crore)
Particulars For the year ended
31th March, 2007 31th March, 2006
Sales & Other Income 225.46 156.45
Operating Profit (EBITDA) 29.74 23.26
Financial Charges 5.76 3.26
Depreciation 3.69 2.10
Profit Before Tax 20.29 17.90
Provision for Taxes 2.91 2.10
Profit After Tax 17.38 15.80
Add: Profit brought forward
from previous year 25.02 0.46
Acquired under the Scheme of
Arrangement - 10.62
Less : Difference between the
amount recorded as
Preference Share Capital
issued in lieu of
Equity Shares under the Scheme of
Arrangement - 1.75
Profit available for appropriation 42.40 25.13
Arrears of Preference Dividend Paid
and Income tax thereon _ 0.11
Retained Profit carried
forward to the next year 42.40 25.02
Your company continues to maintain its strong growth momentum,
achieving an impressive turnover of Rs. 225.46 Crs. for the year ended
31st March, 2007 as against Rs. 156.45 Crs. in the previous financial
year, registering an impressive growth of 44%. The Company has reported
Net Profit of Rs. 17.38 Crs., as against Rs. 15.80 Crs. in the previous
year, recording a growth of 10%.
The Companys performance is discussed at length in Management
Discussion & Analysis, which forms part of this Report.
DIVIDEND
Constrained by planned financial investments for faster growth, your
Directors do not recommend Dividend on equity share capital as well as
preference share capital of the Company for the year ended 31st March,
2007.
AWARDS & RECOGNITIONS
Over the years, your Company has always been committed to earn the
trust of every strata of society that it comes in contact with. From
its inception, forward looking thinking, persistent efforts and hard
work has led the company towards continued growth and register its
presence in the world markets.
Your directors are pleased to inform you that your Company has been
awarded with SME Award for the "EMERGING INDIA AWARDS - 2007" organized
by ICICI BANK, CRISIL & CNBC TV 18 in the category Auto, Auto
Ancillaries and Engineering. "Emerging India Awards" has been the
largest SME platform with more that 1.28 lac nominations from across
the country. The awards was presented to CMD, Mr. V.P. Mahendru by
Honble Prime Minister of India, Dr. Manmohan Singh on 22nd June, 2007.
These awards were given to the best value creators, with focus on
sustainability and commitment to key stakeholders, record of past
performances and future plans.
DIRECTORS
Sh. R.C. Bansal and Dr. Sai Ramachandran, Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts for the financial
year ended 31st March 2007, 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 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 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 annual accounts for the
financial year ended 31st March 2007, on a going concern basis.
AUDITORS
M/s. J. C. Bhalla & Co., Chartered Accountants, Auditors of your
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. They have
confirmed that their re-appointment if made, shall be within the limits
of section 224 (1) (B) of the Companies Act, 1956.
AUDITORS REPORT
The observations made in the Auditors Report are self-explanatory and
therefore, do not call for any further comments under section 217 (3)
of the Companies Act, 1956.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the Annexure-A and B and forms part of this Report.
PARTICULARS OF EMPLOYEES
The Information as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, forms part of this report. As per provisions of Section 219(1
)(b)(iv) of the Companies Act, 1956, the report is being sent to all
the shareholders of the Company excluding the aforesaid information.
Any shareholder interested in obtaining the particulars may obtain it
by writing to the Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO
Information required under Section 217(1 )(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, as amended from time
to time, is given in Annexure- C and forms part of Directors Report.
LISTING OF SHARES
The Equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE).
FIXED DEPOSITS
Your Company has no unclaimed/ unpaid or overdue deposit, during the
year under review.
APPRECIATION
Your Directors deeply appreciate the valuable co-operation and
continued support extended by the Companys Bankers, Financial
Institutions, Government Agencies, Collaborators, Stockists, Dealers,
Business Associates, and also the contribution of all employees to the
Company.
On behalf of the Board of Directors,
Place : New Delhi (V.P. MAHENDRU)
Dated : 28th June, 2007 Chairman-cum- Managing Director
Mar 31, 2006
The Directors have pleasure in presenting the Seventeenth Annual Report
and the Audited Statement of Accounts for the year ended 31st March
2006.
FINANCIAL RESULTS AND OPERATIONS
Rs./lakhs
Particulars For the year ended
31.03.2006
Sales & Other Income 15645.36
Operating Profit 2326.39
Financial Charges 325.64
Depreciation 210.30
Profit Before Tax 1790.45
Provision for Taxes 209.60
Profit After Tax 1580.85
Add : Profit brought forward from previous year 45.53
Acquired under the Scheme of Arrangement 1061.71
Less: Difference between the amount recorded
as Preference Share Capital issued in lieu
of Equity Shares under the Scheme of Arrangement 175.00
Profit available for appropriation 2513.09
Arrears of Preference Dividend Paid and Income tax thereon 11.40
Retained Profit carried forward to the next year 2501.69
DIVIDEND
Constrained by planned financial investments for faster growth, your
Directors do not recommend Dividend on equity share capital as well as
preference share capital of the Company for the year ended 31st March
2006. Your Directors have paid arrears of preference dividend for the
year ended 31st March 2005.
MANAGEMENT DISCUSSION AND ANALYSIS
ELECTRICAL INDUSTRY AND GROWTH FOR INDO ASIAN
Electricity is an essential requirement for all facets of our life. It
has been recognized as a basic human need. It is a critical
infrastructure on which the socio-economic development of the country
depends. Indias demand for power has been increasing and outstripping
the regular increase in power generation, transmission and
distribution. Recognizing that electricity is one of the key drivers
for rapid economic growth and poverty alleviation, the nation has set
itself the target of providing access to electricity to all households
in next five years Power for all by 2012. Hence meeting the target of
providing electricity for all by 2012 is a daunting task requiring
significant addition to power generation capacity and expansion of the
transmission and distribution network. The government has committed
investment of Rs. 16000 Crores for this purpose under which it will
target electrifying 1,25,000 un-electrified villages and giving access
to 7.8 crore uncovered rural households in next five years.
Governments increased investments in the Transmission & Distribution
sector on account of the Accelerated Power Development Reforms
Programme (APDRP) will, thus creat exponential demand for Power
Transmission and Distribution equipment including wide range of
Electrical Switehgear and Energy efficient Lighting Equipment the core
products of INDO ASIAN.
The retail electrical industry is divided into two sub segments namely
the power distribution equipment segment which includes products such
as switchgear, cables, wires and energy meters etc and Consumer
durables segments which include energy saving Compact Fluorescent Lamps
(CFLs), Fluorescent Tube lights, Light fittings, luminaires Switches
etc. The growth of distribution equipment segment is primarily tied up
to the growth of the power Industry and growth of Consumer durables is
directly linked to infrastructure development, construction projects
like housing etc. The growing power sector and boom in construction as
well as real estate industry not only in India but world over offer
huge opportunities for growth of the Company
The demand for the products being manufactured by the Company is rising
continuously due to the ever increasing use of the power in Industrial,
Commercial and Domestic sectors.
Besides, increasing concern of people towards protection of life and
increased emphasis on safety in respect of the use of power-in
respect of which is the basic USP of the Companys products, has also
resulted in a buoyancy in the demand of MCBs and RCCBs which are the
major varieties of switch gears used in the household segment.
Strategic customer-centric focus on product quality, technology
upgradation, productivity improvement and enhanced value addition to
brands has enabled consolidation of INDO ASIANS leadership and market
standing going forward, your
Company is cautiously confident of delivering superior operating
performance on the back of improving cost competitiveness driven by
expansion benefits, favourable demand conditions in the domestic and
overseas markets.
FINANCIAL PERFORMANCE
Your company has recorded 38.76% increase in the profit before tax for
the current year to Rs. 1790.45 lakhs from Rs. 1290.36 lakhs of the
previous year of the business taken over by the Company after merger.
Gross sales and Other Income has been increased to Rs. 15645.36 lakhs
during the year under review from Rs. 12280.43 lakhs in the previous
year for the same business.
SEGMENT WISE PERFORMANCE
a) Switchgear Division
The Switchgear Division recorded a turnover of Rs. 12834.86 lakhs in
the year 2005-06 as against Rs. 10357.49 lakhs in the corresponding
previous year of the Switchgear business taken over by the Company
after merger. Successful leveraging of deep insights into consumer
preferences resulted in introduction of several distinctly
differentiated and perceptibly enriched products by Switchgear
Division. Your Companys commitment to enhance the competitiveness of
the entire value chain to which each of its businesses belongs, is
eloquently reflected in the Companys recent entry into Modular
switches and wiring accessory business and Wires and cables business.
The division has successfully exported switchgear products worth
Rs.1858.89 lakhs during the current year as against Rs.680.76 lakhs of
the previous year. The products of the company are now widely accepted
in the European markets also.
b) Lighting Division:
The Lighting Division recorded a turnover of Rs.2693.16 lakhs in the
year 2005-06 as against Rs. 1833.85 lakhs in the corresponding previous
year of the lighting business comprising of energy efficient CFLs taken
over by the Company after merger. The CFL business is set to grow
further in the coming years in view of the high priority accorded to
the Energy Conservation as per National Electricity Policy of the
Government, which emphasizes use of energy efficient lighting products
& technologies by industries, commercial and domestic establishments.
Your company is also diversifying its present product range by adding
Fluorescent Tube Lights and PL lamps. These new products will be
manufactured at new state of the art plant being set in the tax free
zone in Haridwar, Uttranchal, which will be commissioned shortly The
division has successfully exported lighting products worth Rs.296.74
lakhs during the current year as against Rs. 272.58 lakhs of the
previous year.
EXPANSION OF BUSINESS AND CAPACITIES
Indian Power Sector is witnessing major changes. Growth of Power Sector
in India since its independence has been noteworthy. Keeping in view
the massive increase planned in power generation capacity over the next
five years which offers huge growth opportunity for the Indian
electrical market and sharp increase for Indo Asians products, the
Company has taken various initiatives to expand the production
capacities.
* Setting up new plants in Uttaranchal
Indo Asian has chalked out an ambitious expansion programme and is
setting up three large units for the manufacture of world class
switchgears, energy efficient lighting products and wires & cables in
the tax free zone in Haridwar, Uttaranchal. The company has already
made investments of over Rs. 13 crores in Uttranchal upto 31st March,
2006 as a part of larger investment outlay for expansion plans which
will more than triple the manufacturing capacities of Indo Asian after
their implementation. The said plants would be operational by the
second quarter of FY 2006-07 and contribute substantially to the
turnover and enhance the profitability of the your company during the
coming years.
* Expansion of existing facilities for Export Production
The company has further upgraded its state of the art production lines
at Noida for the manufacture of MCBs and other Switchgear products to
global standards and approvals for the European markets. The company
has also set up the facilities for the manufacture of Distribution
Boards and Feeder Pillars at its units at Murthal. The existing
manufacturing facilities at Jalandhar and Parwanoo have also been
upgraded to take the benefits of export opportunities from Europe, U.K
and Middle East. This strategic move of the Company will further
strengthen the bottom line.
* Expansion in overseas countries
Your Company is also expanding its operations in Middle East and
setting up a new electrical lighting equipment facility in Riyadh,
Saudi Arabia, in Joint Venture with a leading Saudi company The
National Company For Glass Industries "Zoujaj" and "Saudi Offset Ltd.
of Saudi Arabia". The JV Company is set up in the name of "Saudi
National Lamps & Electrical Company Ltd". The said Joint Venture would
further strengthen & enhance the profitability of the company.
Your Directors look forward to the future of INDO ASIAN with great
confidence.
INTERNATIONAL BUSINESS
Your Company recorded land mark growth of 126% in export business for
the year under review and is placed for exponential jump in operations
with enhanced level of activities as key Global player. Your Company
continues to export its products to Prestigious Electricity Boards and
Power Projects and other Public Utility Undertakings in Abu Dhabi,
U.A.E., MEW
Kuwait and other Middle East/African countries. The companys products
have successfully penetrated in our own brarnd into the distribution
markets in SAARC, Middle East, South East Asia, Africa, Australia and
United Kingdom. The company has also entered into long term
arrangements with some of the well known Brands in Europe & U.K. for
manufacture and supply of Electrical distribution equipment including
MCBs, RCDs, Consumer Boards and CFLs under their popular Brands for
their global markets.
Your Company has opened up offices in Hamburg, Germany and in
prestigious Jabel Ali Free Zone in Dubai to provide greater marketing
support and thus bringing INDO ASIAN closer to its international
customers. The International Division participated in MEE-Dubai,
Elenex Indonesia and slated to participate in Global level prestigious
exhibition Light+Building-Frankfurt, thus carrying forward INDO ASIAN
brand further to new markets and establishing your Company as serious
and strong players in the International electrical market. The Company
has been able to get prestigious International Certifications. Your
company is set to do high profile market launches in Nepal, Sri lanka
and opened an exclusive show room in Colombo.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a well-defined Internal Control system that is adequate
and commensurate with the size and nature of business. Clear roles,
responsibilities and authorities, coupled with internal information
systems, ensure appropriate information flow to facilitate effective
monitoring. Adequate controls are established to achieve efficiency in
operations, optimum utilization of resources and effective monitoring
thereof and compliance with applicable laws. An exhaustive programme of
internal audits, including all Branches of the Company all over India,
review by management, and documented policies, guidelines and
procedures, supplement the internal control system.
The Audit Committee regularly reviews the adequacy and effectiveness of
the internal controls and internal audit function.
DEVELOPMENT IN HUMAN RESOURCES
Your Companys "Commitment beyond the market" provides meaning and
purpose to its people. Your Company believes that the aspiration to
create value for society and the nation provides the motive force to
its people to enhance sustainable shareholder value creation.
Your Company has leveraged its human capital to enhance competitiveness
and develop a customer-focussed organization by nurturing learning,
entrepreneurship and creativity. During the year the Company increased
its focus on people development, including"360 degree feedback" based
Leadership Development programs. Your Company takes keen interest in
ensuring that its employees maintain a healthy work-life balance.
Your Company acknowledges the contribution of its world-class employees
and the spirit of commitment, collaboration and partnership
demonstrated by them in realizing the Companys vision.
DIRECTORS
Sh. V. P. Mahendru and Sh. P. K. Ranade, Directors of the Company are
retiring by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Board of Directors
has been reconstituted after the Merger.
MERGER OF THE ERSTWHILE INDO ASIAN FUSEGEAR LTD. WITH THE COMPANY AND
ISSUE OF SECURITIES
Pursuant to the Scheme of Arrangement of Indo Asian Fusegear Limited,
with the Company, as approved by the Honble High Court of Punjab and
Haryana, Chandigarh by Order dated 5th/26th May 2005, all the business
including assets and liabilities of erstwhile Indo Asian Fusegear
Limited were transferred to and vested in the Company with effect from
the appointed date i.e. 1st April, 2005. All Shareholders of the
erstwhile Indo Asian Fusegear Ltd have become shareholders of the
Company and the name of the Company has since been changed to Indo
Asian Fusegear Limited w.e.f. 23rd August, 2005.
The company has allotted 42,50,000, 8% Convertible Preference Shares of
Rs. 10/- each in lieu of 25,00,000 Equity Shares of Rs. 10/- to the
persons who were equity shareholders the Company before merger as per
the Scheme of Arrangement. The 8% Convertible Preference Shares held by
the shareholders were to be compulsorily converted into equity shares
of the Company as per the then existing pricing formula of SEBI on 1st
April, 2006. Accordingly, the company has issued 2,80,528 equity shares
of Rs. 10/- each fully paid up to the said holders of Convertible
preference shares upon conversion into Equity Shares on 1st April 2006.
During the year ended 31st March 2006, the company has converted
42,24,000 Zero Coupon Warrants issued by private placement on
preferential basis by the erstwhile Indo Asian Fusegear Limited into
42,24,000 fully paid up equity shares of Rs. 10/- each as per the
Securities and Exchange Board of India (Disclosure and Investor
Protection) Guidelines, 2000.
Further, in order to meet funds requirements for growing Working
Capital needs, the Company has issued 7,50,000 (Seven lacs fifty
thousand only) Zero Coupon Warrants, each Warrant convertible into one
Equity Share of Rs. 10/- each at a price of Rs 161/- under the promoter
category as per SEBI Guidelines, on Preferential basis by private
placement as approved by the members at their meeting held on Monday,
the 20th day of March, 2006.
LISTING OF SHARES
The Equity shares of the Company were listed on 4th August 2005 on the
Bombay Stock Exchange Limited (BSE) as per the approval under rule 19
(2) (b) of the Securities Contracts (Regulations) Rules, 1957 from
Securities and Exchange Board of India and Scheme of Arrangement of
merger of the erstwhile Indo Asian Fusegear Ltd with the Company
FIXED DEPOSITS
Your Company has no unclaimed/unpaid or overdue deposit, during the
year under report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2-AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts for the financial
year ended 31st March 2006, 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 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 or 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 annual accounts for the
financial year ended 31st March 2006, on a going concern basis.
MANAGEMENT PERCEPTION OF RISK AND CONCERNS
Domestic Electrical Market has very intense competition particularly in
the lighting segment. Presence of multinational companies is increasing
and this is increasing the price pressure for all range of products.
Your Company has established itself as an innovative Company that
offers products that efficiently manage electrical supply chain.
Accordingly, your company proposes to address these risks by continues
product development, focussed efforts to reduce costs, increase market
share and by diversifying existing customer base with the addition of
new strategic customers and enhancing the existing relationships.
AUDITORS
M/s. J.C. Bhalla & Co., Chartered Accountants, Auditors of your Company
retire at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors
Certificate regarding Compliance of Corporate Governance is given in
the Annexure A and forms part of this Report. The requirement of
listing agreement became applicable to the Company from the date of
listing of the Company with BSE on 4th August 2005.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC., AND EMPLOYEES
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, as amended from time
to time, is given in Annexure forming part of this Report. However, as
per the provisions of Section 219(1)(b)(iv), the Report and Accounts
are being sent to all the members excluding the above information. Any
member interested in obtaining such particulars/information may write
to the Company Secretary for a copy thereof.
Provisions of Section 217(2-A) of the Companies Act, 1956 and the rules
framed there under as amended from time to time are not applicable to
the Company, since no employee of the Company was in receipt of the
remuneration in excess of the limits as specified in the said rules.
CAUTIONARY STATEMENT
The Statements in this Report, particularly which relate to Management
Discussion and Analysis describing the Companys objectives, plans,
projections, estimates and expectations may constitute "forward looking
statements" within the meaning of applicable laws and regulations.
Actual results may differ materially from those expressed or implied in
the statement depending on the circumstances.
ACKNOWLEDGEMENTS
Your Directors deeply appreciate the valuable co-operation and
continued support extended by the Companys Bankers, Financial
Institutions, Government agencies, Collaborators, Stockists, Dealers,
Business Associates, and also the contribution of all employees to the
Company.
On behalf of the Board of Directors,
Regd. Office:
51 Kms., G.T. Karnal Road (V.P. MAHENDRU)
Murthal, Distt. Sonepat, Haryana Chairman-cum-Managing Director
Dated : 12th June 2006