Mar 31, 2010
The Directors have pleasure in presenting herewith the 25th Annual
Report on the activities of your Company during the year ended 31st
March, 2010.
FINANCIAL RESULTS
(Rs. in Lakhs)
PARTICULARS Year Ended Year Ended
31.03.2010 31.03.2009
TOTAL INCOME 149.48 219.53
Profit for the year before Dep. & Tax -61.98 3.78
Less: Depreciation For the year 35.08 108.44
Less: Diminishing in Investment
value Less: doubtful 0.00 0.00
Debts - Provision
Loss before Tax -97.06 -104.66
Less: Provision for Tax 0.00 0.00
Less: Provision for Deferred Tax 10.51 -21.94
Less: Provision for fringe benefit tax 0.00 0.67
Net Loss for the year -114.26 -83.39
ADD: Balance of Loss B/F -422.84 -339.45
Total -537.10 -422.84
Add: Excess provision of Income
Tax related to earlier 0.00 0.00
years
Less: Transfer to DRR 0.00 0.00
Less: IT relating to Pr. Year 0.00 0.00
Balance of Loss C/F -537.10 -422.84
Performance
During the year your Company registered a turnover of Rs. 149.48 Lakhs
as against Rs 219.53 Lakhs achieved during the previous year. The
Company has incurred net loss of Rs. 114.26 Lakhs during the year.
The Company is in the process of getting Defence order from M/s Bharath
Dynamic Limited, Hyderabad, to the tune of Rs.8.00 crores during this
course of month
The Company has already received an order from M/s Mahindra Defence
tune of Rs. 85.00 Lakhs for Defence items.
Apart from this, orders of Mahindra Reva and Ashok Lailand will
continue to come.
As approved in the earlier annual general meeting, The Company is in
the process of relocating its activities in City Industrial Suburb.
Once shifted the new location the company is in a better position to
attract talented Technicians and Engineers.
Dividend:
In view of the Loss incurred, your Directors could not propose any
dividend for the year. Prospects & Outlooks
(a) The demand for the products that are being manufactured by your
Company, are very good and hence the Company is confident that the
turnover can be substantially increased during the current year.
(b) Your Company is also expecting production orders for defence items,
which has been qualified by your Company for the last 10 years. Hence,
your Company is in the process of getting orders for the defence
equipments to the tune of Rs.4.40 Crores from two defence oriented
companies, which will result in healthy higher turnover. Your Company
has also entered into full range of LED Lighting systems for home,
industry and commercial lighting applications. Your Company has already
supplied sample units to various organizations and has received
excellent response. Your Company hopes to exploit this particular area
fruitfully as there is very good demand for LED Lightings both in India
and abroad. It may kindly be noted that all lightings will be converted
into LED Lightings in the course of next five years.
(c) Your Company continues to work on development of higher version of
LED products in the field of energy saving, safety and general use.
Your Directors are confident that R&D efforts would result in
developing fast moving products.
Finance:
Your Company is turning around speedily and looks to be solving many of
its earlier financial problems and it is hoped that the whole financial
structure will be strengthened in the coming years. Your Directors are
following up vigorously various options left to them for raising funds
and since the discussions are in advanced stage, a positive development
is in the coming years. Relocating the Company also will help getting
Trained Engineers and growth of the Company.
Your Directors are following up various options of raising funds and
results are expected during the current year.
Public Deposit:
Your Company has not accepted any deposit from the Public during the
year.
Human Resources & Industrial Relations:
Your Directors wish to place on record their appreciation for the
dedicated services rendered by the employees at all levels.
Particulars of employees pursuant to Section 217(2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits prescribed therein.
Internal Control System & Their Adequacy:
Your Company remains committed to maintain high standards of Internal
Control designed to provide adequate assurance of the efficiency of
operations and security of its assets. The adequacy and effectiveness
of the internal control across the various activities is well laid down
and continuously monitored by the management of the Company.
The Audit Committee of the Board meets four times a year and actively
reviews internal control system, financial disclosures and compliance
with various applicable accounting standards.
Energy, Technology & Foreign Exchange :
A. Conservation of Energy
The Company makes evaluation on continuous basis to explore new
technologies to make the infrastructure more energy efficient. Although
the operations of the Company are not energy intensive, Company
continues to upgrade all energy devises to the extend feasible to make
the operations, save energy, where ever possible.
B. Research and Development
Research and Development is one of the thrust areas for the Company and
constant endeavour is made to bring out innovative products for
security and energy saving requirements, in the automobile, domestic
and industrial sectors. R&D activities are carried out on a continuous
basis.
Directors Responsibility statement:
As required under section 217(2AA) of the Companies Act, 1956, your
Directors hereby confirm that -
- In preparation of these annual accounts, the applicable accounting
standards have been followed and no material departure have been made
from the same.
- They 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.
- They have taken sufficient care for the maintenance of adequate
records as per the requirements of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing fraud and
other irregularities.
- They have prepared annual accounts on a going concern basis.
Corporate Governance
A detailed Compliance Note on Corporate Governance, as required under
the provisions in the listing agreements with the Stock Exchanges,
together with the certificate of Statutory Auditors thereon, is
attached as Annexure - B to this report.
Management discussion and analysis
Management discussions and analysis, as applicable, is included in this
report, in order to avoid duplication and overlap of materials &
matters, between Directors report and a separate report on management
Discussion and Analysis.
Directors
At the ensuing Annual General Meeting, Mr. Sudarshan S and Mr. Krishna
Srinivasan will retire by rotation and being eligible offer themselves
for reappointment.
Auditors
M/s Pal & Shanbhogue, Chartered Accountants, have offered for the
appointment of Statutory Auditors of the Company, in place of the
retiring auditors M/s G. V. Sunder & Co., Chartered Accountants, to
hold office from the conclusion of this meeting until the conclusion of
the next Annual General Meeting.
Replies to Audit Remarks
(1). Note No. 2.1 (a) of accounting policies regarding accounting of
Gratuity and Encashment of Leave on cash basis as mentioned in Note 8.2
of accounting policy read with Note No. 12 of Notes to Accounts
regarding non provision for gratuity liability, which is inconsistent
with Accounting Standard -15 (revised) notified under the Companies
Accounting Standard Rules, 2006.
The Audit observation has been taken note of and the management will
implement the provision of Gratuity and Encashment of Leave on cash ins
inconsistent with Accounting Standard -15 (revised) notified under the
Companies Accounting Standard Rules, 2006.
(2). Note No. 6 regarding disclosure of quantitative particulars and
capacity utilization is not in accordance with Part II of Schedule VI
of the Companies Act.
The Audit observation has been taken note of and the management will
disclose quantitative particulars and capacity utilization in
accordance with Part II of Schedule VI of the Companies Act, 1956.
(3). Note No.13 of Notes to accounts regarding Intangible Assets
disclosure is not in accordance with the Accounting Standard -26
(Intangible Assets) notified by the Companies Accounting Standard
Rules, 2006. Further, the Company has not assessed the probability of
the future economic benefits from the research and development
activities.
The Audit observation has been taken note of and the management will
disclose the details of Intangible Assets in accordance with the
Accounting Standard - 26 notified by the Companies Accounting Standard
Rules, 2006. The Company also will disclose the probability of the
future economic benefits from the research and development activities.
(4). Note No.15 of Notes to accounts regarding reconciliation of sundry
debtors, bank balance, creditors and VAT and Excise duty balances.
The Audit observation relating to reconciliation of sundry debtors,
bank balance, creditors, VAT and Excise duty balances related to old
balances and efforts are being taken for their reconciliation in this
current year.
(5). Note No. 16 of Notes to Accounts regarding non payment of
statutory liabilities and non provision for interest and penalty
payable for default in payment of statutory liabilities.
The Audit observation relating to non payment of statutory liabilities
and non provision for interest and penalty payable for default in
payment of statutory liabilities related to old dues and the company
would like to confirm that most of the old dues have already been
settled and every efforts will be made to clear all the dues at the
earliest.
(6). Note No. 18 of Notes to account regarding non availability of
share certificates for investments made in equity shares of ASIA HR
Technologies Limited (Formerly known as SMR Universal Softech Ltd).,
and Suntrack Diamond Ltd., amounting to Rs. 6,19,716/- and Rs.
45,00,000/- respectively.
The Audit observation relating to non availability of share
certificates for investments made in equity shares of ASIA HR
Technologies Limited (Formerly known as SMR Universal Softech Ltd).,
and Suntrack Diamond Ltd., amounting to Rs. 6,19,716/- and Rs.
45,00,000/- respectively will be looked into and, if necessary,
arrangements will be made for obtaining Duplicate Share Certificates
and also will be disposed of during the current year at the prevailing
market rate.
(7). Note No. 18 of Notes to Accounts regarding non provision for
diminution in the value of investments in ASIA HR Technologies Limited
(Formerly known as SMR Universal Softech Ltd), and Suntrack Diamond
Ltd. The amount of diminution value is not ascertained by the Company.
The Audit observation relating to non provision for diminution in the
value of investments in ASIA HR Technologies Limited (Formerly known as
SMR Universal Softech Ltd), and Suntrack Diamond Ltd will be looked
into and will be disposed of during the current year at the prevailing
market rate.
(8). Accounting Policy No 7, with regards to Inventory Valuation of Raw
Materials and Method of Valuation of Inventory is inconsistent with the
Accounting Standard - 2 notified by the Companies Accounting Standard
Rules,2006.
The Audit observation relating to Inventory Valuation of Raw Materials
and Method of Valuation of Inventory is inconsistent with the
Accounting Standard - 2, has been taken note of and will be implemented
in consistent with the Accounting Standard - 2 notified by the
Companies Accounting Standard Rules, 2006.
Acknowledgements
Your Directors place on record their sincere gratitude to the
continuing patronage of our valued customers, whose sustained support
and encouragement has enabled the Company in achieving results.
Your Directors also place on record, their sincere appreciation for the
dedication and commitment of staff at all levels.
Your Directors wish to register their acknowledgement and appreciation
for the timely support and co- operation being extended by the Banks
and all their executives.
For and on behalf of the Board
Sd/-
DR. K. R .Srinivasan
Chairman & Managing Director
Place : Bangalore
Date : 28.08.2010
Mar 31, 2009
The Directors have pleasure in presenting herewith their Twenty-forth
Annual Report on the activities of your Company during the year ended
31st March 2009
FINANCIAL RESULTS
(Rs. in Lakhs)
PARTICULARS Year Year
Ended Ended
31.03.2009 31.03.2008
TOTAL INCOME 219.53 355.18
Profit for the year before Pep. & Tax 4.33 39.43
Less: Depreciation For the year 108.44 111.78
Less: Diminishing in Investment
value Less: doubtful 0.00 0.00
Debts - Provision
Profit/Loss before Tax -104.66 -72.90
Income Adjusted - -
Arrears of Depreciation - -
Less: Provision for Tax 0.00 0.00
Less: Provision for Deferred Tax -21.94 4.84
Less: Provision for fringe benefit tax 0.67 0.94
Add: debenture reserve 0.00 0.00
Net profit for the year -83.39 -79.70
ADD: Balance of Profit B/F -339.45 -259.75
Total -422.84 -339.45
Add: Excess provision of Income
Tax related to 0.00 0.00
earlier years
Less: Transfer to DRR 0.00 0.00
Less: IT relating to Pr. Year 0.00 0.00
Balance of Loss C/F -422.84 -339.45
Performance
During the year your Company registered a turnover of Rs. 219.53 lakhs
as against Rs 355.18 lakhs achieved during the previous year. The
company has incurred Book loss of Rs. 83.3 lakhs during the year.
However Company has made cash profit of Rs. 4.33 lakhs before
depreciation.
The company has received very good orders from M/s SFO Technologies Pvt
Ltd Bangalore to the tune of Rs.350 Lakhs till Sept to Nov 2009 and
further of Rs. 250 350 Lakhs we are expecting order from M/S.SFO
Technologies Pvt Ltd. As LED Product is the new technology and power
saving, we are in right field at the right time. We have a range of
products from LED Emergency light to LED street Lights.
Dividend:
In view of the Loss incurred, your Directors do not propose to declare
any dividend for the year.
Prospects & Outlooks
a) The demands for the products that are being manufactured by your
company are very good and hence the company s confident that the
turnover can be substantially increased in the current year.
b) Your company is also expecting production orders for defence items,
which has been qualified by your company for the last 10 years. Hence
it is hoped that substantial order booking can be achieved during the
current year, which will result in healthy higher turnover. Your
company has also entered into Digital Display and your company has
already supplied sample units to various organizations and has received
excellent response. Your company hopes to exploit this particular area
fruitfully as there are very few in the market in this field.
c) Your company continues to work on development of various LED
products in the field of energy saving, safety and general use. Your
directors are confident that R&D efforts would result in company
developing fast moving products.
Finance:
Your company is turning around speedily and looks to be solving many of
its earlier financial problems and it is hoped that the whole financial
structure will be strengthened in the coming years. Your Directors are
following up vigorously various options left to them for raising funds
and since the discussions are in advanced stage, a positive development
is in the coming years, Relocating the company also going to help us
getting Trained Engineers and growth of the company.
Your directors are following up various options of raising funds and
results are expected during the current year.
Public Deposit:
Your company has not accepted any deposit from the Public during the
year.
AUDITORS;
M/S. G.V. Sunder & Company has offered themselves to act as statutory
auditors and furnished necessary certificates, under Section 224 (IB)
of the Companies Act, of their eligibility for their appointment.
Members are requested to consider their appointment.
Human Resources & Industrial Relations:
Your directors wish to place on record their appreciation for the
dedicated services rendered by the employees at all levels.
Particulars of employees pursuant to Section 217(2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits prescribed therein.
Internal Control System & Their Adequacy:
Your company remains committed to maintain high standards of Internal
Control designed to provide adequate assurance of the efficiency of
operations and security of its assets. The adequacy and effectiveness
of the internal control across the various activities is well laid down
and continuously monitored by the management of the company.
The Audit Committee of the Board meets four times a year and actively
reviews internal control system, financial disclosures and compliance
with various applicable accounting standards.
Energy, Technology & Foreign Exchange:
A. Conservation of Energy
The Company makes evaluation on continuous basis to explore new
technologies to make the infrastructure more energy efficient. Although
the operations of the company are not energy intensive, company
continues to upgrade all energy devises, to the extend feasible to make
the operations, save energy, where ever possible.
B. Research and Development
Research and Development is one of the thrust areas for the company and
constant Endeavour is made to bring out innovative products for
security and energy saving requirements, in the automobile, domestic
and industrial sectors. R&D activities are carried out on a continuous
basis with this end. Only imitation is retaining good Engineers at this
company location
Directors Responsibility statement:
As required under section 217(2AA) of the Companies Act, 1956, your
directors hereby confirm that -
- In preparation of these annual accounts, the applicable accounting
standards have been followed and no material departure have been made
from the same.
- They 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 artd fair view of the state of affairs of
the company.
- They have taken sufficient care for the maintenance of adequate
records as per the requirements of the Companies Act, 1956, for
safeguarding the assets of the company and for preventing fraud and
other irregularities.
- They have prepared annual accounts on a going concern basis.
Corporate Governance
A detailed Compliance Note on Corporate Governance, as required under
the
provisions in the listing agreements with the Stock Exchanges, together
with the certificate of Statutory Auditors thereon, is attached
annexure B to this report.
Management discussion and analysis
Management discussions and analysis, as applicable, is included in this
report, in order to avoid duplication and overlap of materials &
matters, between Directors report and a separate report on management
Discussion and Analysis.
Directors
Mr. S. Sudarshan, Director of your company who virtue of earlier
resolution will continue and the company would like to place on record
his selfless dedication towards the company and the valuable work
rendered to the company for the past fourteen years.
The company place on record the excellent guidance expert advice
rendered by the Directors Mr.K.S.santhanakrishnan Director Mr.Krishna
Srinivasan will continue a Director and give his rich experience to the
company
The company proposes to induct 3 highly experienced very Technocrats
and finance expert as Director in the Board
Acknowledgements
Your Directors place on record their sincere gratitude to the
continuing patronage of our valued customers, whose sustained support
and encouragement has enabled the company in achieving results.
Your Directors also place on record, their sincere appreciation for the
dedication and commitment of staff at all levels.
Your Directors wish to register their acknowledgement and appreciation
for the timely support and co-operation being extended by the Banks and
all their executives.
Place: Bangalore
Date : 01.08.2009
For and on behalf of the Board
Dr K R Srinivasan
Chairman & Managing Director
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