Mar 31, 2015
TO THE MEMBERS OF
Kilburn Office Automation Limited
The Directors submit their Report together with the Audited Accounts
of the Company for the Financial Yearended 31st March, 2015.
FINANCIAL RESULTS
Your Company recorded the following results for the Financial Year
ended 31st March, 2015:- Particulars Financial Financial
Year Ended Year Ended
2014-15 2013-14
Gross Operating Loss (1,95,28,557) (6,35,54,488)
Depreciation 10,15,391 9,58,776
Net Loss Before Exceptional Items
and Taxation (2,05,43,948) (6,45,13,264)
Exceptional Items - 5,11,71,897
Net Loss Before Extra Ordinary
Items and Taxation (2,05,43,948) (1,33,41,367)
Deferred Tax - (7,84,198)
LossFor ThePeriod After Taxation (2,05,43,948) (1,25,57,169)
Loss Brought Forward Previous Year (9,07,95,944) (7,82,38,775)
Depreciation Adjustment (3,20,504) -
Deficit Carried ToBalanceSheet (11,16,60,396) (9,07,95,944)
PERFORMANCE REVIEW:
The performance ofthe Company during the year continued to be
disappointing. The Company registered operating revenues of Rs. 13.02
crores during the year resulting in a growth of 68% over the previous
year. This growth was achieved by putting sustained efforts on
disposal of the Company's stock of Coin Vending Machines and other
office products. In spite of such efforts, the Company ended the year
with an operational loss ofRs. 1.95 crores.
Due to difficult business environment, the Company sold its Coin
Vending Machine business during the year in two tranches to M/S Kusters
Engineering India Pvt. Ltd. and M/S Techmart Digital Systems Pvt. Ltd.
in terms ofduly executed Business Transfer Agreements with these
Companies.
FUTURE PROSPECTS:
As reported in the previous year, the Company has discontinued all its
manufacturing activities. The Company is currently in the process of
liquidating its inventory of Digital Duplicators, Ammonia Printing
Machines and other Banking Products. The Company is also exploring
suitable diversification opportunities.
SHARE CAPITAL
The Paid-up Share Capital as on 31st March, 2015 is Rs. 7,95,01,000/-
comprising of 67,50,100 Equity Shares ofRs. 10/- each amounting toRs.
6,75,01,000/- and 11% 1,20,000 Cumulative Redeemable Preference Shares
@ Rs. 100/- each amounting to Rs. 1,20,00,000/-.During the year, the
Company has not issued any securities.
DEPOSITS
The Company had discontinued its Fixed Deposit Scheme from 2013-2014.
The total deposits outstanding as on 31st March, 2015 aggregated to Rs.
4,98,000/- (Previous Year 31st March, 2014 Rs. 43,90,000/-) which include
deposits matured and remaining unclaimed ofRs. 2,43,000/-. The Company
has not accepted deposits from the the public falling within the ambit
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance
of Deposit) Rules, 2014.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act')
and Rule 12(1) of the Companies (Managementand Administration) Rules,
2014, Extractof Annual Return is Annexed as Annexure 1 in Form MGT-9.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amresh Kumar Jain,Smt.Jhumur Bhattacharjee and Mr. Madhusudan Sen
are Independent Directors(IDs) on the Board of your Company. In the
opinion of the Board and as confirmed by these Directors, they fulfil
the conditions specified in Section 149 of the Act and the Rules made
thereunder about their status as Independent Directors of the Company.
Mr. Amresh Kumar Jain and Mr. Madhusudan Sen were appointed as the
Independent Directors for 5 (Five) years at the Annual General Meeting
held on 10th September, 2014.
Mr. Sandeep KumarJalan, Non-Executive and Non-Independent
Director(bearing DIN-00015836) retires by rotation and being eligible
offers himselffor re-appointment.
Due to the sudden demise of one of our Independent Director Mr.
Allapanda Deviah Nanaiya on 18/9/2014, Smt. Jhumur Bhattacharjee was
appointed in the casual vacancy as a Non-Executive, Independent and
Woman Directoron 11-11-2014 to hold the office till the date of Annual
General Meeting. It is proposed to appoint Smt. Jhumur Bhattacharjee as
a Woman & Independent Director for 5 (five) years at the ensuing Annual
General Meeting.
Due to the ill-health, Mr. Madhusudan Sen resigned from the Board on
28-7-2015. Mr. Dilip Mukherjee (holding DIN-07244118) was appointed as
an Additional Directoron the Board on 28-7-2015. It is proposed to
appoint Mr. Dilip Mukherjee as an Independent Directorfor 5 (five)
years at the ensuing Annual General Meeting.
All the Independent Directors have given declarations they meet the
criteria of independence as laid down underSection 149(6)ofthe
Companies Act, 2013.
In view of the provisions of the Section 203 of the Companies Act,
2013, Mr. Varadarajan Vanchi, Managing Director and Mr. Pronab Kumar
Chatterjee, Chief Financial Officer were identified as the Key
Managerial Personnel (KMP) ofthe Company.
DETAILS OF BOARD MEETINGS
During the year, 5(five) numberof Board meetings were held, details
ofwhich are given below:
Date of the meeting No. of Directors attended the meeting
17-04-2014 4
29-05-2014 4
31-07-2014 4
11-11-2014 5
12-02-2015 4
Committees of Board
The details of composition of the Committees of the Board of Directors
are as under:-
a. Audit Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh KumarJain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Madhusudan Sen Member
During the year, the Committee met on 17-04-2014, 29-05-2014,
31-07-2014, 11-11-2014 and 12-02-2015.
Vigil mechanism/Whistle Blower Policy
The Company has a strict Vigil Mechanism/Whistle Blower Policy to deal
with fraud and mismanagement in accordance with the provisions of
Section 177(9) of the Companies Act, 2013.
b. Nomination & Remuneration Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Madhusudan Sen Member
During the year, the Committee meton 11-11-2014.
c. Stakeholders Relationship Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Mr.Sandeep Kumar Jalan Member
3 Mr.Varadarajan Vanchi Member
During the year, the Committee met on 29-05-2014 and 12-02-2015.
d. Independent Directors Meeting and Criteria for evaluation of
Directors
During the year under review,the Independent Directors met on
13-02-2015, for the purpose :-
- Evaluation of the performance of Non-Executive Directors and the
Board of Directors and the Board of Directors as a whole.
- Evaluation of the performance of the Chairman of the Company,taking
into account the views ofthe Executive and Non-Executive Directors.
- Evaluation of the quality,content and timelines of flow of
information between Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
Remuneration Policy
All the Non-Executive (Independent and Non-Independent) Directors are
entitled to receive Sitting Fees forattending the Board/Audit Committee
Meetings.
Mr.Varadarajan Vanchi was re-appointed as the Managing Director of the
Company for one year from 14-11-2014 to 13-11-2015 at the Board Meeting
held on 11-11 -2014.His remuneration pursuant to Schedule V read with
Section 196 and otherapplicable provisions ofthe Companies Act, 2013
were recommended by the Nomination and Remuneration Committee pursuant
to Section 178 ofthe Companies Act,2013 at its meeting held on
11-11-2014.The said re-appointment and remuneration policy was approved
by the Board of Directors which is being ratified by the shareholders
at the ensuing Annual General Meeting.
The information pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is inclosed as Annexure - 2.
Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with properexplanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate Internal Financial Control System
commensurate with the size,scale and complexity of its operations.The
system encompasses the major processes to ensure reliability of
financial reporting,compliance with
policies,procedures,laws,regulations,safeguarding assets and economic
and efficient use of resources.
The policies and procedures adopted by the Company ensures the orderly
and efficient conduct of business and adherence to the Company's
policies,prevention and detection offrauds and errors,accuracy and
completeness ofthe records and timely preparation of reliable financial
information.
The Company has appointed M/s.Jain,Binod & Associates,Chartered
Accountants as the Internal Auditor of the Company. The Company has
implemented Tally ERP 9 solution which further reinforces the
Management Information System(MIS).
Statutory Auditors, their Report and Notes to Financial Statements
In the last AGM held on 10th September,2014, M/s. Rakesh Sethia & Co.,
Chartered Accountants have been appointed Statutory Auditors of the
Company for a period of 3 (three) years. The ratification of the
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuing Annual General Meeting. The Statutory
Auditor has confirmed his eligibility under Section 141 of the
Companies Act,2013 and the Rules framed thereunder for re-appointment
as Auditors of the Company. Further, the report of the Statutory
Auditors alongwith notes to Schedules is enclosed to this report. The
Directors are of the view that notes to the Accounts adequately provide
the necessary information and answers to the observations of the
Auditors in their Report..
Secretarial Audit
In pursuance of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 made there under, the Company has appointed M/s. Sunil Kumar
Banerjee, Practicing Company Secretary to undertake Secretarial Audit
of the Company. The report of the Secretarial Auditor is enclosed as
Annexure - 3 in MR-3 to this report. The report adequately provides the
necessary information with certain observations.
Related party transactions
All the Related Party transactions pursuant to Section 188 of the
Companies Act,2013 that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business.There are no materially significant related party transactions
made by the Company with Promoters,Directors,Key Managerial Personnel
(KMP) which may have a potential conflict with the Company at large.
All the Related Party transactions are placed before the Audit
Committee as also the Board for their approval.
Human Resources
The Company has recognized thatgood human resource development is
essential forthe success,growth and improvement of the Company.Human
relations in the Company continued to be cordial and satisfactory.
Statement containing salientfeatures offinancial statements
ofsubsidiaries
Pursuant to sub-section (3) of Section 129 of the Act, the Company does
not have any subsidiary companies.
Business Risk Management Policy / Risk Mitigation
In terms of the requirement of the Act, the Company has developed and
implemented the Business Risk Management Policy and the Audit Committee
of the Board reviews the same periodically like interest
risk,technological obsolesence etc.,
Significant and material orders passed by the regulators
During the year under review,the Compounding of Offences under Section
621Aof the erstwhile Companies Act,1956 foralleged violation ofthe
Sections 209, 217(3), 211(1) & (2) & 211(3A) ofthe said Act in respect
of the scrutiny of the Annual Audited Accounts for the Financial Years
ended 31st March, 2010, 31st March, 2011 and 31st March, 2012 have been
settled by The Company Law Board (CLB), Kolkata Bench, Kolkata vide
their Order dated 23/05/2014 imposed compounding fees towards its
Managing Director and otherNon-Executive Directorsviz., Mr.Sandeep
KumarJalan, Mr. Madhusudan Sen, Mr. Amresh Kumar Jain including
erstwhile Directors Mr. Manmohan Singh, Mr. C.R. Paul, Late Mr.
A.D.Nanaiya ofthe Company. The Compounding fees were duly paid. Hence,
the said order does not impact the going concern status and company's
operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statement Pursuant to the Provisions of Sec.134(3)(m) of the Companies
Act, 2013 Read with Rule 8 of The Companies (Accounts) Rules,2014 is
given below:-
A. ConservationofEnergy:- NOT APPLICABLE
B. Technology Absorption:- NOT APPLICABLE
C. Foreign Exchange Earnings & Outgo
a) Foreign Exchange Earnings : Nil
b) Total Foreign exchange used :
During the year, the Company has incurred expenditure in foreign
exchange comprising of ^86,911/- on CIF value of imports.
PARTICULARS OF EMPLOYEES
Industrial relations in the Company continued to be cordial and
satisfactory.Pursuant to the provisions of Section Section 197 of the
Companies Act,2013 Read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014 is not applicable.
CORPORATE GOVERNANCE
Pursuant to the Sebi's Order No. CIR/CFD/POLICY CELL/7/2014 September
15, 2014, the Corporate Governance pursuant to Clause 49 of the Listing
Agreement, is not applicable to the Company for the year under review.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act,2013 and Rules made
thereunder,the Corporate Social Responsibility is not applicable to the
Company.
ACKNOWLEDGEMENTS
Your Directors acknowledge the recognition given and trust reposed in
your Company by the Depositors, Banks, Registrar of Companies, Reserve
Bank of India, Mumbai Stock Exchange and other Government Agencies and
record appreciation for their support and look forward to their
continued confidence in the Company. Your Directors also place on
record their appreciation for the valuable contribution and co-
operation of all categories of employees of the Company.
For and on behalf of the Board
Place: Kolkata SANDEEP KUMAR JALAN
Date : 28th July, 2015 CHAIRMAN
-DIN-00015836
Mar 31, 2014
Dear Members,
The Directors submit their Report together with the Audited Accounts of
the Company for the Financial Year ended 31st March, 2014.
FINANCIAL RESULTS
Your Company recorded the following results for the Financial Year
ended 31st March, 2014:
31st March, 2014 31st March, 2013
(Rs) (Rs)
Gross Operating Loss (6,54,72,040) (9,63,53,600)
Depreciation 9,58,776 11,76,452
Net Loss Before Exceptional
Items And Taxation (6,45,13,264) (9,51,77,148)
Exceptional Items 5,11,71,897 (2,854)
Net Loss Before Extraordinary
Items And Taxation (1,33,41,367) (9,51,80,002)
Deferred Tax (7,84,198) (21,35,479)
Loss For The Period After
Taxation (1,25,57,169) (9,30,44,523)
Profit/(Loss)Brought Forward
Previous Year (7,82,38,775) 1,48,05,749
Deficit Carried To Balance Sheet (9,07,95,944) (7,82,38,774)
PERFORMANCE REVIEW
The performance of the Company during the year continued to be
disappointing. The overall operating revenues dropped to a low of Rs.
7.71 crores. Inspite of various austerity measures exercised by the
Company by down-sizing branch network and manpower, the operating
expenses were still much in excess resulting in a net loss of Rs. 1.26
crores for the year.
FURTHER PROSPECTS
The Company has discontinued all manufacturing activity and is
dependent entirely on servicing Revenues from Banking Products (mainly
Coin Vending Machines) and routine Trading operations. The Company is
scouting for suitable diversification opportunities and till such time
something worthwhile is identified, the operations will continue to be
under severe pressure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statement Pursuant to the Provisions of Sec.217(1)(e) of the Companies
Act, 1956 Read with Companies (Disclosure of Particulars in the Report
of Board of Directors)Rules, 1988 is given in Annexure "A".
PARTICULARS OF EMPLOYEES
Industrial relations in the Company continued to be cordial and
satisfactory.Pursuant to the provisions of Section Section 217(2A) of
the Companies Act,1956 read with Companies (Particulars of Employees)
Rules,1975 is not applicable.
DIRECTORS
Mr. Sandeep Kumar Jalan, retires by rotation and being eligible, offers
himselffor re-appointment.
Mr. Amresh Kumar Jain, Mr. Allapanda Deviah Nanaiya and Mr. Madhusudan
Sen, non-executive and independent directors of the Company, whose
period of office are liable to determination by retirement of directors
by rotation under the Companies Act,1956 meet all the criteria of
independence laid down under Section 149(6) and the Code of Independent
Directors in Schedule IV of the Companies Act,2013.
Accordingly.the Board appointed all the aforesaid directors as
Independent directors of the Company to hold the office for 5 (Five)
consecutive years for a term upto a conclusion of the 38th Annual
General Meeting of the Company in the Calendar Year 2019, whose period
of office shall not be liable to determination by retirement of
directors by rotation.Their candidatures are proposed by a member of
the Company for the position of Independent Directors.
Brief particulars ofthe said directors have been given in the Notice
convening the ensuing annual general meeting and your board recommends
appointment/re-appointment as set out in the Notice.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) inserted by Companies (Amendment) Act,
2000, your Directors have :-
a) followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanations relating to material
departures;
b) 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 your Company as at
31st March, 2014 and of the loss of your Company for that period;
c) 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 your Company and for
preventing and detecting frauds and other irregularities; and
d) prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s.Rakesh Sethia & Co., Chartered Accountants,(Firm Registration
No.327065E), the Statutory Auditors of the Company,retire at the
conclusion of the ensuing Annual General Meeting.Considering the
recommendation of the Audit Committee,the Board recommends the
re-appointment of M/s.Rakesh Sethia & Co., Chartered Accountants,as
statutory auditors of the company to hold office from the conclusion of
this Annual General Meeting until the conclusion ofthe three
consecutive Annual General Meetings to be held in 2017, subject to
ratification by the members at every Annual General Meeting.
A certificate from the Statutory Auditors has been received to the
effect that they meet the criteria laid down underSection 141 ofthe
CompaniesAct,2013.
The Directors are of the view that notes to the Accounts adequately
provide the necessary information and answer to the observations of the
Auditors in their Report.
CORPORATE GOVERNANCE
A Separate Section on Corporate Governance is included in the Annual
Report and the Certificate from the Statutory Auditors confirming
compliance ofthe conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is annexed thereto.
The Management Discussion and Analysis (MD&AR) has not been annexed
since the Company is evaluating various options of diversification
which will determine the future business operations.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by the Depositors, Banks, x Companies, Reserve Bank of
India, Mumbai Stock Exchange and other Government Agencies and record
appreciation for their support and look forward to their continued
confidence in the Company. Your Directors also place on record their
appreciation for the valuable contribution and co-operation of all
categories of employees of the Company.
For and on behalf of the Board
Place: Kolkata SANDEEP KUMAR JALAN
Date : 29th May, 2014 CHAIRMAN
Mar 31, 2012
The Directors submit their Report together with the Audited Accounts
of the Company forthe Financial Yearended 31st March, 2012.
FINANCIAL RESULTS
Your Company recorded the following results for the Financial Year
ended 31st March, 2012:
Financial
Year ended Financial
Year ended
31st March,
2012 31st March,
2011
(Rs) (Rs)
Gross Operating Profit/(Loss) (10,90,78,149) 1,07,30,698
Depreciation 19,52,087 28,08,764
Net Profit /(Loss) before
Exceptional Items & Taxation (10,71,26,062) 79,21,934
Exceptional Items 9,21,31,555 (13,73,316)
Profit before
Extraordinary Items and Tax (49,94,507) 65,48,618
Current Tax - 12,14,200
Deferred Tax 2,72,772 (2,78,425)
Net Profit/(Loss) after Taxation (1,52,67,279) 56,12,843
Profit brought forward
from previous year 3,00,73,028 2,44,60,185
Surplus carried to Balance Sheet 1,48,05,749 3,00,73,028
PERFORMANCE REVIEW
The Company's overall performance during the year was dsappointing. Due
to difficult business conditions and oontinuing erosion of operating
margins, the Company sold the Copier Division undertaking to M/S
Kyocera Mita India Pvt^Ltd^, a 100% subsidiary of Kyocera Mita
Corporation; Japan on a Slump Sale basis effective 31st August, 2011.
This impacted the operational revenues considerably (Copier operation
revenues was Rs. 6.53 crores in 2011-2012 upto 31st August, 2011 as
against Rs. 28.66 crores in the previous year). Post sale of the Copier
Division, the Company worked aggressively to enhance its marketing
activities on Banking Products and Digital Franking Machines. The
Company could achieve a growth of over 80% on Franking Machines from
Rs. 11.86 crores in 2010-2011 to Rs. 21.47 crores in 2011-12. However,
sizeable business expected on Coin ^tending Machines, Shrink Wap
Machines and Digital Franking Machines during the year spiled over to
the following year resulting in a steep fall of Revenue Turnover and
operational performance. The Company suffered a loss of Rs. 1.53 crores
during the year against a Net Profit after Taxes of Rs. 56.13 lacs in
the previous year, after accounting for Profits from Slump Sale of its
Copier Division Undertaking,
FUTURE PROSPECTS
Your Company foresees reasonable growth in its operations in the coming
years. The Company has already launched three new need-based banking
products viz. Sorting Machines, Note Authentication Machines and
Currency Banding Machines all of which have found good acceptance.
Active tenders for these products are under process in various public
sector and co-operative banks. Besides, the Company expects reasonable
growth in its business on Digital Franking Machines aided by the
migration circular of the Dept of Posts, Ministry of I.T. and
Communications, whereby all current users of Electronic Franking
Machines have to migrate to use of Digital RMFS by 30th June, 2013.
Increase in MIF (Machines - in- field) of Banking Products wil result
in healthy growth of Service revenues in the years to come. Further,
the Company is trying to enrich its product mix by introducing more
value - added products and services and is, therefore, hopeful of
improved performance in future.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statement Pursuant to the Provisions ofSec.217(1)(e) of the Companies
Act, 1956 Read with Companies (Disclosure of Particulars in the Report
of Board of Directors)Ru!es, 1988 is given in Annexure ÃA".
PARTICULARS OF EMPLOYEES
Industrial relations in the Company continued to be cordial and
satisfactory.Pursuant to the provisions of Section Section 217(2A) of
the Companies Act,1956 read with Companies (Particulars of Employees)
Rules, 1975 is not appicable.
DIRECTORS
Mr. Sandeep Kumar Jalan and Mr.Chittaranjan Paul retire from office by
rotation in accordance with the provisions of the Companies Act, 1956
and the Articles of Association of the Company, and being eligible,
offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) inserted by Companies (Amendment) Act
2000, your Directors have :
a) followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper > û * * explanations relating to
material departures;
b) 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 your Company as at
31st March,2012 and of the profit/loss of your Company for that period;
c) taken proper and sufficient care for the maintenance of adequate
accounting reoords in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting frauds and ofrier irregularities; and
d) prepared the Annual Accounts on a going concern basis.
AUDITORS
Messrs Patni & Co., Chartered Accountants, the retiring Auditors have
expressed their unwillingness to be re-appointed as Auditors at the
ensuing Annual General Meeting of the Company. The Company has however,
received a letter from Messrs Rakesh Sethia & Co., Chartered
Accountants, confirming their eligibility under Section 224(1 B) of the
Companies Act, 1956 and also willingness to be appointed as Auditors of
the Company, if appointed. Accordingly, approval of the shareholders
will be sought at the ensuing Annual General Meeting of the Company to
the appointment of and remuneration payable to Messrs. Rakesh Sethia &
Co., Chartered Accountants, as Statutory Auditors of the Company to
hold office from the conclusion of the ensuing Annual General Meeting
till the conclusion of the next Annual General Meeting of the Company.
The Directors are of the view that notes to the Accounts adequately
provide the necessary information and answer to the observations of the
Auditors in their Report.
COST ACCOUNTING RECORDS
The Audit Committee recommended the appointment of M/s.DGM &
Associates, Cost Accountants, Koikata and the same was approved by the
Board of Directors of the Company for the maintenance of Cost
Accounting Records for the Financial Year 2011-12 in compliance with
the directives issued by the Central Government
CORPORATE GOVERNANCE
A Separate Section on Corporate Governance is included in the Annual
Report and the Certificate from the Statutory Auditors confirming
compliance of the conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is annexed thereto.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by the Depositors, Banks, Registrar of Companies, Reserve
Bank of India, Mumbai Stock Exchange and other Government Agencies and
record appreciation for their support and look forward to their
continued confidence in the Company. Your Directors also place on
record their appreciation for the valuable contribution and co-
operation of all categories of employees of the Company.
For and on behalf of the Board
Race: Koikata S ANDEE P KUMAR J A LAN
Date :31st May, 2012 CHAIRMAN
Mar 31, 2010
The Directors submit their Report together with the Audited Accounts
of the Company for the Financial Year ended 31st March, 2010.
FINANCIAL RESULTS:-
Your Company recorded the following results for the Financial Year
ended 31st March, 2010.
Financial Year Financial Year
Ended Ended
31st March, 2010 31st March, 2009
Gross Operating Profit 1,98,18,593 1,71,44,298
Depreciation 28,36,072 27,19,791
Net Profit Before Taxation 1,69,82,521 1,44,24,507
Current Tax (28,86,200) (16,34,300)
Deferred Tax Credit ( 20,14,580) 25,67,392
Fringe Benefit Tax - (7,90,536)
Net Profit after Taxation 1,20,81,741 1,45,67,063
Profit brought forward from
Previous Year 1,58,49,601 12,82,538
Profit available for Appropriations 2,79,31,342 1,58,49,601
Transferred to General Reserve 3,02,100 -
Proposed Dividend on :-
11% Cumulative Redeemable Preference 27,08,712 -
Shares
Dividend Tax 4,60,346 -
Surplus Carried to Balance Sheet 2,44,60,184 -
PREFERENCE DIVIDEND:
Your Directors recommend arrears Preference Dividend of 11% on
Cumulative Redeemable Preference Shares for the period from 12th March,
2000 to 31st March, 2002 amounting to Rs.27,08,712.
PERFORMANCE REVIEW:
The overall operations of the Company during the year was satisfying
and the Company was able to sustain its past trend of growth. Operating
income increased to Rs.4067.43 lacs from Rs.3673.36 lacs in the
previous year. Company was able to register healthy growth on quantity
sales on both its major segments of operations. On Copier and Multi-
functional devices, the Company registered a 13.72% quantity growth
inspite of a flat growth registered by the Copier Industry during the
year. Further, the Company was able to register a 46.28% quantity
growth and 60.47% revenue growth on Coin Vending Machines. Though
operating margins on all products continued to be under pressure, the
Company was able to register a 17.73% increase on Profit before
Taxation during the year compared to the previous year. The Company,
however, expects to benefit from recurring service revenues in future
years. The Company introduced Shrink Wrap Machines for packing of
currency notes during the year which was well received by the Banking
Sector.
FUTURE GROWTH:
Your Company is constantly pursuing initiatives to broaden the product
portfolio with both its Principals viz. Kyocera Mita and Kusters
Engineering with a view to optimal use of its pan-India sales and
service infra-structure. Besides, your Company has finalized a tie-up
for marketing and servicing of Digital Duplicators which find extensive
use in the high growth educational and Government sectors.
The long awaited Government directive for migration from the currently
used Electronic Franking Machines to Remotely Managed Digital Franking
Machines is expected to be notified shortly. This will result in good
business for your Company over the next 2 - 3 years. Considering all of
the above, your company is hopeful of improved performance in the
current and following years. ^^^^^
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Statement Pursuant to the Provisions of Sec.217(1)(e) of the Companies
Act, 1956, Read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in Annexure "A".
PARTICULARS OF EMPLOYEES:
Industrial relations in the Company continued to be cordial and
satisfactory. A Statement pursuant to the provisions of Section 217(2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 is given in Annexure "B".
DIRECTORS:
Mr. Manmohan Singh and Mr.Allapanda Deviah Nanaiya retire from office
by rotation in accordance with the provisions of the Companies Act,
1956 and the Articles of Association of the Company, and being
eligible, offer themselves for re-appointment.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
In terms of Section 217(2AA) inserted by Companies (Amendment) Act,
2000, your Directors have :
a) followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper explanations relating to material
departures;
b) 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 your Company as at
31st March,2010 and of the profit/loss of your Company for that period;
c) 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 your Company and for
preventing and detecting frauds and other irregularities; and
d) prepared the Annual Accounts on a going concern basis.
AUDITORS
Messrs. Patni & Co., Chartered Accountants, the Auditors of the
Company, retire and being eligible, shall subject to Section 224 of the
Companies Act, 1956 offer themselves for re-appointment.
The Directors are of the view that notes to the Accounts adequately
provide the necessary information and answer to the observations of the
Auditors in their Report.
CORPORATE GOVERNANCE
A Separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Statutory Auditors confirming
compliance of the conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement is annexed thereto.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by the Depositors, Banks, Registrar of Companies, Reserve
Bank of India, Mumbai Stock Exchange and other Government Agencies and
record appreciation for their support and look forward to their
continued confidence in the Company. Your Directors also place on
record their appreciation for the valuable contribution and
co-operation of all categories of employees of the Company.
For and on behalf of the Board
Place: Kolkata Sandeep Kumar Jalan
Date: 28th May, 2010 Chairman
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