Mar 31, 2018
The Directors are pleased to present the Thirty Seventh Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2018.
The Financial highlights for the year under review are as under:
Results of Operations
(Rs. in Crores)
Particulars |
Financial year ended March 31, 2018 |
Financial year ended March 31,2017 |
Gross Turnover |
735.20 |
765.69 |
Gross Profit (before interest, depreciation, tax and writing off of preliminary expense) |
47.05 |
35.50 |
Interest |
14.09 |
20.55 |
Depreciation |
9.47 |
10.46 |
Net Profit/(Loss) before tax |
23.49 |
(19.24) |
Profit/(Loss) After Tax |
23.49 |
(19.24) |
Balance in Profit & Loss A/c carried forward from the last year |
(37.28) |
(16.69) |
Financial Performance:
During the year under review, your Company has made gross turnover of Rs.735.20 crores as against Rs.765.69 crores for the previous year. The Company has made a profit of Rs.23.49 crores.
The financial statements are prepared in accordance with Indian Accounting Standards for the financial year ended March 31, 2018 and forms part of this Annual Report.
Dividend and Transfer to General Reserves:
Considering the financial requirement for business growth and debt servicing, your Directors regret and do not propose dividend for the year ended March 31, 2018. There is no appropriation of any amount to General Reserves during the year under review.
Issue of Equity Shares on Preferential Basis:
During the year, the Company has issued and allotted 1,92,00,000 equity shares of face value of Re. 1/- each fully paid up for a cash at issue price of Rs.37.53/- (including premium of Rs.36.53/- per equity share) to the following non promoter allottees pursuant to Section 62 of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009.
Names of the Allottee |
No. of Equity Share |
Mr. Ashish Kacholia |
80,75,000 |
Mr. Nisarg Vakharia |
10,00,000 |
Mr. Pritesh Talakshi Chedda |
50,000 |
Mr. Sachin Kasera |
5,00,000 |
Bengal Finance & Investment Pvt. Ltd. |
80,75,000 |
Ms. Preeti Kacholia |
2,00,000 |
Seven Hills Capital |
4,00,000 |
Synthetic Fibres Trading Co. |
4,00,000 |
Vrandavan Associates |
5,00,000 |
As a result of the above, the paid up equity share capital of the Company increased from Rs.21,17,52,619/- to Rs.23,09,52,619/- as at March 31, 2018.
Preferential Issue of Convertible Warrants:
During the year, the Company has issued and allotted 1,92,00,000 convertible warrants at issue price of Rs.37.53/- (including premium of Rs.36.53/- per equity share) to the following non promoter allottees pursuant to Section 62 of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009.
Names of the Allottee |
No. of Convertible Warrants |
Mr. Ashish Kacholia |
73,25,000 |
Mr. Nisarg Vakharia |
20,00,000 |
Mr. Pritesh Talakshi Chedda |
50,000 |
Mr. Sachin Kasera |
10,00,000 |
Bengal Finance & Investment Pvt. Ltd. |
73,25,000 |
Ms. Preeti Kacholia |
2,00,000 |
Seven Hills Capital |
4,00,000 |
Synthetic Fibres Trading Co. |
4,00,000 |
Vrandavan Associates |
5,00,000 |
The aforesaid allottees have right to convert 1 convertible warrant into 1 equity share of face value of Re 1/- each within a period of 18 months from the date of issue of aforesaid convertible warrants i.e. December 30, 2017.
Abridged Financial Statements:
The statement containing the salient features of the Balance Sheet, Statement of Profit and Loss and Auditors'' Report on the abridged financial statement has been sent to those members who have not registered their email id''s with the Company.
Board of Directors:
The Board of Directors of the Company comprises of the following Directors:
(i) Mr. Gulu Mirchandani - Chairman & Managing Director;
(ii) Mr. Vijay Mansukhani - Managing Director;
(iii) Mr. Shyamsunder Dhoot - Whole Time Director;
(iv) Mr. Kaval Mirchandani - Whole Time Director;
(v) Mr. Rafique Malik - Independent Director;
(vi) Mr. Carlton Pereira - Independent Director;
(vii) Mr. Arvind Sharma -Independent Director; and
(viii) Ms. Sujata Deshmukh -Independent Director.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date).
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, Mr. Kaval Mirchandani, Whole Time Director, shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible for re-appointment. The Board recommends his re-appointment.
The notice convening the Annual General Meeting includes the proposal for appointment/re-appointment of Directors.
Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ''Meetings of Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.
Directors'' Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit / loss of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Corporate Governance:
Your Company believes in adopting best Corporate Governance practices. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under Regulation 27 and Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date) forms an integral part of this Annual Report.
The requisite certificate from M/s. Nilesh Shah & Associates, Practicing Company Secretaries, confirming compliance with the conditions of the Corporate Governance as stipulated under Regulation 34(3) and Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and reenactment thereof till date) is annexed to this Annual Report.
The declaration signed by Mr. G. Sundar, Chief Executive Officer of the Company regarding compliance of the Code of Conduct for Board members and Senior Management personnel forms part of this Annual Report.
Disclosure of Employee Stock Option Scheme (ESOS):
The Board of Directors of the Company in their meeting held on February 13, 2017 approved the employee stock option scheme termed as ''MIRC Electronics Limited - Employee Stock Option Scheme 2017'' (MIRC ESOS 2017) under the provisions of Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014.
The aforesaid MIRC ESOS 2017 was approved by the members of the Company at the Extra Ordinary General Meeting held on March 29, 2017. MIRC ESOS 2017 provides for up to 98,11,710 stock options and other particulars regarding Employee Stock Options are attached as Annexure - A.
Management Discussion and Analysis:
A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), is presented in a separate section forming part of the Annual Report under the head ''Management Discussion and Analysis.''
Contracts and Arrangements with Related Parties:
During the year under review, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. The Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of the related party transactions.
The policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors of the Company may be accessed on the website of the Company at the link http://www.onida.com/policies.
There were no materiality related party transactions which could have potential conflict with interest of the Company at large.
Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crores or more during immediately preceding financial year shall ensure that it spends, in every financial year, at least 2 (Two) percent of the average net profits made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.
The aforesaid requirement will not be applicable to the Company for the financial year 2017-2018 as the Company does not fulfill any of the criteria mentioned in Section 135 (1) of the Companies Act, 2013.
Risk Management:
During the year under review, the Risk Management Committee has been entrusted with the responsibility to assist the Board in:
(a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Risk Management Committee constituted by the Board of Directors of the Company.
The Risk Management Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has introduced several improvements to integrate Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.
Internal Financial Controls:
The Company has in place adequate internal financial controls with reference to the financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operations was observed.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 amended from time to time, are included in this Board Report as Annexure - B.
Key Managerial Personnel:
The Company has below mentioned persons as Key Managerial Personnel in terms of the requirement of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, within the meaning of Section 2 (51) of Companies Act, 2013:
Sr. No. |
Name of the person |
Designation |
1. |
Mr. Gulu Mirchandani |
Chairman & Managing Director |
2. |
Mr. Vijay Mansukhani |
Managing Director |
3. |
Mr. Shyamsunder Dhoot |
Whole-Time Director |
4. |
Mr. Kaval Mirchandani |
Whole-Time Director |
5. |
Mr. G. Sundar |
Chief Executive Officer |
6. |
Mr. Lalit Chendvankar |
Head - Corporate Affairs, Legal & Company Secretary |
7. |
Mr. Subrat Nayak |
Chief Financial Officer |
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and as per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. A structured questionnaire was prepared after taking into consideration of the various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its Committees, culture and governance.
The performance evaluation of the Chairman, Executive Director and Independent Directors was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expresses their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
The following policies of the Company are annexed herewith marked as Annexure - C-I and Annexure - C-II:
a) Policy on remuneration of directors, key managerial personnel and other senior management employees (Annexure - C-I): and
b) Policy on criteria for appointment & evaluation of executive directors and independent directors (Annexure - C-II).
Public Deposits:
During the year under review, the Company has neither invited nor accepted any public deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.
Statutory Auditors:
The members of the Company at the Thirty-Third Annual General Meeting of the Company held on September 3, 2014, has appointed M/s. S R B C & CO. LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003 with the Institute of Chartered Accountants of India) as Statutory Auditors of the Company for the term of 4 (four) years to hold the office till the conclusion of the Thirty-Seventh Annual General Meeting of the Company. In terms of the provision of Section 139(2)(b) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re-enactment thereof for the time being in force), M/s. S R B C & Co. LLP., Chartered Accountants (Firm Registration No. 324982E/E300003 with the Institute of the Chartered Accountants of India) are proposed to be re-appointed as statutory auditors of the Company for a further term of five years and shall hold office till the conclusion of Forty-Second Annual General Meeting and in respect of which the Company has received the consent from M/s. S R B C & Co. LLP, to act as statutory auditors of the Company and their appointment shall be ratified at every annual general meeting of the Company on such remuneration as may be determined by the Board of Directors and the statutory auditors.
Auditors Report:
The notes on financial statement referred to in the Auditors''Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
Cost Auditors:
Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 amended from time to time, the Board of Directors of the Company, on the recommendation of Audit Committee, has appointed Mr. Suresh D. Shenoy, Cost Accountant (Firm Registration No. 102173 with the Institute of Cost Accountants of India) as the Cost Auditor of the Company for the financial year 2018-2019. The remuneration of Cost Auditor needs to be approved by the members of the Company. The Board recommends passing of the resolution for the same.
Secretarial Auditors:
M/s. Ragini Chokshi & Co., Practicing Company Secretaries (Firm Registration No. 92897 with the Institute of Company Secretaries of India), was appointed to conduct the secretarial audit of the Company for the financial year 2017-2018, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 amended from time to time. The Secretarial Audit Report for financial year ended March 31, 2018 is annexed herewith marked as Annexure - D to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Disclosures:
Meetings of the Board
The details of the number of meetings of the Board of Directors of the Company held during the financial year / tenure and the attendance of Directors forms part of the Corporate Governance Report.
Audit Committee
The Audit Committee comprises of Mr. Carlton Pereira, Chairman, Mr. Rafique Malik and Mr. Arvind Sharma as the members.
All the members of the Audit Committee are independent directors.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. Rafique Malik, Chairman, Mr. Carlton Pereira and Mrs. Sujata Deshmukh as the members.
All the members of the Nomination and Remuneration Committee are independent directors.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mr. Rafique Malik, Chairman, Mr. Gulu Mirchandani and Mr. Vijay Mansukhani as members.
Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of Mr. Gulu Mirchandani, Chairman, Mr. Vijay Mansukhani and Mr. Rafique Malik as members.
Whistle Blower Policy/ Vigil Mechanism
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
The policy also been posted on the website of Company i.e. www.onida.com/policies.
Code of Conduct for Prevention of Insider Trading
The Board of Directors amended the ''Code for Insider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' as formulated under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and revoked the erstwhile code adopted on August 13, 2015.
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading Policy of the Company laid down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of dealings by employees of the Company. The Insider Trading Policy of the Company comprising of ''Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information''and ''Code of Conduct for Prevention of Insider Trading'' as amended from time to time, is available on the website of the Company i.e. www.onida.com.
Particulars of Loan given, Investment made, Guarantee given and Securities provided by the Company
Particulars of loans given, investments made and guarantees given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are provided in the respective notes in the financial statement.
Significant and Material order passed by the Regulatory or Courts
There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operation.
Material changes and commitments affecting financial position between end of the financial year and date of this report
There were no material changes and commitments affecting financial position of the Company during the period between end of the financial year and date of this Board Report.
Listing Fees
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above stock exchanges till date.
Information under Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31, 2018 is as under:
Sr. No. |
Description |
No. of Shareholders |
No. of Shares |
1 |
Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the financial year |
4674 |
100242 |
2 |
Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the financial year |
3 |
79 |
Sr. No. |
Description |
No. of Shareholders |
No. of Shares |
3 |
Number of shareholders to whom shares were transferred from unclaimed suspense account during the financial year |
3 |
79 |
4 |
Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the financial year |
4671 |
100163 |
All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. Transfer of Unpaid and Unclaimed Dividend
Pursuant to provisions of the Section 124 of the Companies Act, 2013 and Section 205A(5) of the erstwhile Companies Act, 1956, the dividend declared for the financial year 2009-2010 (Final), which remained unpaid or unclaimed for a period of 7 (seven) years has been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to provisions of the Section 125 of the Companies Act, 2013 and Section 205C of the erstwhile Companies Act, 1956.
The shareholders, who have not claimed dividend for the financial year 2010-2011, which is due for transfer to IEPF on expiry of 7 (seven) years on July 25, 2018 respectively, are requested to write to the Registrar & Share Transfer Agent of the Company for claiming their unpaid/ unclaimed dividend.
Transfer of Shares to the Investor Education and Protection Funds
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, which have come into effect from September 07, 2016, the shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares have to be transferred to IEPF.
Accordingly, the Company has transferred 1244720 equity shares to IEPF.
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification and re-enactment thereof till date), the disclosures pertaining to the remuneration and other details as required is appended as Annexure - E to this Board Report.
A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs.1.02 crore or more, or employed for part of the year and in receipt of Rs.8.5 lakh or more per month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification and re-enactment thereof till date), is available for the inspection at the registered office of the Company.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished to them.
Internal Control System
The Company has adequate internal control system commensurate with its size and business. The Internal Auditors of the Company reviewed that all the financial transactions of the Company are in line with the compliance of laws, policies and procedures and have been correctly recorded and reported. The Internal Audit is conducted on regular basis and the reports are submitted to the Audit Committee at their quarterly meetings. The Audit Committee actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.
Research and Development
The Company recognizes that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements.
The Company is proud to have a team of dedicated engineers at the ONIDA Research and Development Centres in Mumbai and Shenzhen (China), who facilitate in making state-of-the-art technology products, satisfying customer expectations.
This team conducts research in the areas of:
- Embedded Software.
- Industrial Design.
- Mechanical Design.
- Electrical Circuit Design.
Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and amended from time to time, are set out in the Annexure - F. Environment
The E Waste Management Rules, 2016 (hereinafter referred to as "E Waste Rule") is in force. As per the E Waste Rule all producers have to meet Extended Producer Responsibility (EPR) along with the defined targets. As per E Waste Rule, all producers have to make EPR Authorisation Application to Central Pollution Control Board (CPCB). The Company has a tie up with authorised recyclers for recycling the E Waste.
The details of E Waste along with collection centres and pick up facility has been uploaded on the Company''s website. One of the important aspects of E Waste Rule is creating awareness amongst stakeholders about necessity to dispose ''End of Life'' (EOL) products through authorised recyclers instead handing over to unauthorised recyclers / kabadiwala. The Company has planned various actions for creating such awareness. The Company appeals to all stakeholders to dispose all EOL products through Company''s authorized recyclers. The required details are available on Company''s website viz. www.onida.com.
The manufacturing plant situated at Wada, Maharashtra has more than 10 acres of Green Cover with more than 1500 plants and trees. The Company makes all out efforts for maintaining such Green cover and supports the prevailing Environmental issues.
General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiary.
Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement:
Your Directors take this opportunity to thank the customers, vendors, investors, members and bankers of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.
Your Directors also thank the Government of India particularly the Income Tax Department, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of India, the State Governments and other government agencies for the support and look forward for the continued support from them in the future.
For and on behalf of the Board of Directors
Gulu L. Mirchandani Place : Mumbai Chairman and Managing Director
Date : May 17, 2018 DIN: 00026664
Mar 31, 2017
Dear Members,
MIRC Electronics Limited
The Directors are pleased to present the Thirty Sixth Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2017.
The Financial highlights for the year under review are as under:
Results of Operations
(Rs, in Crores)
Particulars |
Financial year ended March 31, 2017 |
Financial year ended March 31,2016 |
Gross Turnover |
784.50 |
811.00 |
Gross Profit (before interest, depreciation, tax and writing off of preliminary expense) |
28.37 |
7.23 |
Interest |
23.59 |
28.79 |
Depreciation |
10.46 |
11.63 |
Net Profit / (Loss) Before Tax |
(5.68) |
(33.19) |
Current Tax |
- |
(6.18) |
Deferred Tax Liability/(Asset) |
- |
- |
Profit/(Loss) After Tax |
(5.68) |
(27.01) |
Balance in Profit & Loss A/c carried forward from the last year |
(14.02) |
12.99 |
Financial Performance:
During the year under review, your Company has made gross turnover of Rs, 784.50 crores as against Rs, 811.00 crores for the previous year. The Company has made a loss of Rs, 5.68 crores.
The financial statements are prepared in accordance with Indian GAAP for the financial year ended March 31, 2017 and forms part of this Annual Report.
Dividend and Transfer to General Reserves:
Considering the cash requirement for business growth and debt servicing, your Directors regret and do not propose dividend for the year ended March 31, 2017. There is no appropriation of any amount to General Reserves during the year under review.
Preferential Issue of Warrant:
On July 10, 2015, the Company had issued 1 (One) warrant to Bennett Coleman & Co. Ltd. (hereinafter referred to as the BCCL/Warrant holder) being Person other than Promoter and / or Promoter Group exercisable for equity shares aggregating to Rs, 22,75,00,000/- (Amount paid up on the warrant by BCCL is 25% of the value of warrant i.e. Rs, 5,68,75,000/-) with such warrant carrying an option / entitlement to the warrant holder to subscribe to equity shares of the face value of Re. 1/- each for cash at a minimum price of Rs, 14.66/- each (including premium of Rs, 13.66/- each) per share, as arrived in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as on the Relevant Date i.e. May 27, 2015 or such higher price per share equal to the average of the weekly high and low of the closing prices of the equity share of the Company as quoted on the National Stock Exchange of India Ltd. during the 26 (twenty six) weeks preceding the last date of 17 (seventeenth) month from the date of allotment of warrant i.e. July 10, 2015 after making adjustment for any bonus issue/split /consolidation.
The BCCL vide its letter dated January 02, 2017 elected to exercise the warrant to subscribe to equity shares of the face value of Re. 1/- each for cash at a minimum price of Rs, 14.66/- per share to the extent of Rs, 22,75,00,000/- and paid the remaining amount of Rs, 17,06,25,000 (i.e. 75% of the value of warrant).
The Preferential Issue Committee on January 06, 2017 has allotted 1.55.18.417 equity shares of face value of Re. 1 per equity share for cash at a price of Rs, 14.66/- per equity share (including a premium of Rs, 13.66 per equity share) as arrived in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as on the Relevant Date i.e. May 27, 2015 to BCCL, aggregating to Rs, 22,74,99,993.22/- on preferential basis.
The Company has received listing and trading approval for the 1.55.18.417 equity shares from the stock exchanges.
Abridged Financial Statements:
The statement containing the salient features of the Balance Sheet, Profit and Loss Account and Auditors'' Report on the abridged financial statement has been sent to those members who have not registered their email id''s with the Company.
Subsidiary Company:
Your Company was having a Wholly Owned Subsidiary Company (WOS) i.e. Akasaka Electronics Limited. During the previous year, the Board of Directors of the Company in their meeting held on February 13, 2016 approved a Scheme of Amalgamation ("the Scheme") for Amalgamation of WOS with the Company and the same was approved by the members of the Company through the postal ballot (including e-voting) on October 01, 2016. The National Company Law Tribunal, Mumbai Bench ("Tribunal") vide its Order dated March 23, 2017 sanctioned the scheme of amalgamation of WOS with the Company. The Scheme became effective on March 30, 2017. The Appointed Date being April 01, 2015, the financials for the year under review have been prepared after giving effect to the Scheme of Amalgamation.
Board of Directors:
The Board of Directors of the Company comprises of the following Directors:
(i) Mr. Gulu L. Mirchandani - Chairman & Managing Director;
(ii) Mr. Vijay J. Mansukhani - Managing Director;
(iii) Mr. Shyamsunder Dhoot - Whole Time Director;
(iv) *Mr. Kaval Mirchandani - Whole Time Director;
(v) Mr. Rafique Malik - Independent Director;
(vi) Mr. Carlton Pereira - Independent Director;
(vii) **Ms. Radhika Piramal - Independent Director;
(viii) ***Mr. Arvind Sharma - Additional & Independent Director; and
(ix) ****Ms. Sujata Deshmukh - Additional & Independent Director;
* During the year under review, Mr. Kaval Mirchandani was appointed as a Whole Time Director for a period of 3(three) years with effect from May 26, 2016 to May 25, 2019 in the Thirty Fifth Annual General Meeting of the Company;
** During the year under review, Ms. Radhika Piramal resigned as a Non-Executive Independent Woman Director with effect from August 11, 2016 and the Board place on record its appreciation for the valuable inputs, guidance and services rendered by her during her tenure with the Company.
*** During the year under review, Mr. Arvind Sharma was appointed by the Board of Directors of the Company on November 14, 2016 as an Additional and Independent Director of the Company and further the Board of Directors has decided to re-appoint him as an Independent Director for a period of 5 (five) years subject to the approval of the members of the Company at the ensuing Annual General Meeting.
**** During the year under review, Ms. Sujata Deshmukh was appointed by the Board of Directors of the Company on November 14, 2016 as an Additional and Independent Woman Director of the Company and further the Board of Directors has decided to re-appoint her as an Independent Woman Director for a period of 5 (five) years subject to the approval of the members of the Company at the ensuing Annual General Meeting.
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act,
2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the New Listing Agreement read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date).
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of the Directors) Rules, 2014 amended from time to time, Mr. Shyamsunder Dhoot, Whole Time Director, shall retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. The Board recommends his reappointment.
The Company has received notice as required under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Arvind Sharma and Ms. Sujata Deshmukh, as an Independent Directors along with necessary deposit.
The notice convening the Annual General Meeting includes the proposal for appointment/re-appointment of Directors.
Directors'' Responsibility Statement:
In terms of Section 134 (5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Corporate Governance:
Your Company believes in adopting best Corporate Governance practices. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the New Listing Agreement read with Regulation 27 and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date) forms an integral part of this Board Report.
The requisite certificate from Mr. Nilesh Shah, Practicing Company Secretary, confirming compliance with the conditions of the Corporate Governance as stipulated under the New Listing Agreement read with Regulation 34 (3) and Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date) is annexed to this Board Report.
The declaration signed by Mr. G. Sundar, Chief Executive Officer of the Company regarding compliance of the Code of Conduct for Board members and Senior Management personnel forms part of this Board Report.
Management Discussion and Analysis:
A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34 (2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), is presented in a separate section forming part of the Annual Report under the head ''Management Discussion and Analysis''.
Disclosure of Employee Stock Option Scheme (ESOS):
During the year under review, the Board of Directors of the Company in their meeting held on February 13, 2017 approved the employee stock option scheme termed as ''MIRC Electronics Limited - Employee Stock Option Scheme 2017'' (MIRC ESOS 2017) under the provisions of Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share based Employee Benefits) Regulations, 2014.
The aforesaid MIRC ESOS 2017 was approved by the members of the Company at the Extra Ordinary General Meeting held on March 29, 2017. MIRC ESOS 2017 provides for up to 98,11,710 stock options and other particulars regarding Employee Stock Options are attached as Annexure - A.
Contracts and Arrangements with Related Parties:
During the year under review, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on an arm''s length basis. The Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of the related party transactions.
The policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors of the Company may be accessed on the website of the Company at the link http://www.onida.com/policies.
Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of Rs, 500 crores or more or turnover of Rs, 1000 crores or more or net profit of Rs, 5 crores or more during any financial year shall ensure that it spends, in every financial year, at least 2 (Two) percent of the average net profits made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.
The aforesaid requirement will not be applicable to the Company for the financial year 2016-2017 as the Company does not fulfill any of the criteria mentioned in Section 135 (1) of the Companies Act, 2013.
Risk Management:
During the year under review, the Risk Management Committee has been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee constituted by the Board of Directors of the Company.
The Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has introduced several improvements to integrate Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.
Internal Financial Controls:
The Company has in place adequate internal financial controls with reference to the financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operations were observed.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 amended from time to time, are included in this Report as Annexure - B and forms an integral part of this Board Report.
Key Managerial Personnel:
The Company has below mentioned persons as Key Managerial Personnel of the Company in terms of the requirement of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, within the meaning of Section 2 (51) of Companies Act, 2013:
Sr. No. |
Name of the person |
Designation |
1. |
Mr. Gulu L. Mirchandani |
Chairman & Managing Director |
2. |
Mr. Vijay J. Mansukhani |
Managing Director |
3. |
Mr. Kaval Mirchandani |
Whole-Time Director |
4. |
Mr. Shyamsunder Dhoot |
Whole-Time Director |
5. |
Mr. G. Sundar |
Chief Executive Officer |
6. |
Mr. Subrat Nayak |
Chief Financial Officer |
7. |
Mr. Lalit Chendvankar |
Head - Corporate Affairs, Legal & Company Secretary |
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and as per the New Listing Agreement read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and reenactment thereof till date), the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. A structured questionnaire was prepared after taking into consideration of the various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its Committees, culture and governance.
The performance evaluation of the Chairman, Executive Director and Independent Directors was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expresses their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
The following policies of the Company are annexed herewith marked as Annexure - C-I and Annexure - C-II:
a) Policy on remuneration of directors, key managerial personnel and other senior management employees (Annexure - C-I); and
b) Policy on criteria for appointment & evaluation of executive directors and independent directors (Annexure - C-II).
Public Deposits:
During the year under review, the Company has neither invited nor accepted any public deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.
Statutory Auditors:
The members of the Company at the Thirty Third Annual General Meeting of the Company held on September 3, 2014, has appointed M/s. S R B C & CO. LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003 with the Institute of Chartered Accountants of India) as Statutory Auditors of the Company for the term of 4 (four) years to hold the office till the conclusion of the Thirty- Seventh Annual General Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the statutory auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S R B C & CO. LLP, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the members of the Company. The Audit Committee and the Board of Directors has recommended the ratification of the appointment of the Statutory Auditors.
Auditors Report:
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
Cost Auditors:
Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules,
2014 amended from time to time, the Board of Directors of the Company, on the recommendation of Audit Committee, has appointed Mr. Suresh D. Shenoy, Cost Accountant (Firm Registration No. 102173 with the Institute of Cost and Works Accountants of India) as the Cost Auditor of the Company for the financial year 2017-2018. The remuneration of Cost Auditor needs to be approved by the members of the Company. The Board recommends passing of the resolution as contained in the notice on remuneration of the Cost Auditor.
Secretarial Auditors:
M/s. Ragini Chokshi & Co., Practicing Company Secretaries (Firm Registration No. 92897 with the Institute of Company Secretaries of India), was appointed to conduct the secretarial audit of the Company for the financial year 2016-2017, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Personnel) Rules, 2014 amended from time to time. The Secretarial Audit Report for financial year ended March 31, 2017 is annexed herewith marked as Annexure-D to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Disclosures:
Audit Committee:
At the beginning of the year under review, the Audit Committee comprised of Mr. Carlton Pereira, Chairman, Mr. Rafique Malik and Ms. Radhika Piramal as the members. However, Ms. Radhika Piramal has resigned on August 11, 2016 and in her place Mr. Arvind Sharma has been appointed w.e.f. November 14, 2016 as a member of the Comittee.
As on date, the Audit Committee comprises of Mr. Carlton Pereira, Chairman, Mr. Rafique Malik and Mr. Arvind Sharma as the members.
All the members of the Audit Committee are Independent Directors.
Nomination and Remuneration Committee:
At the beginning of the year under review, the Nomination and Remuneration Committee comprised of Mr. Rafique Malik, Chairman, Mr. Carlton Pereira and Ms. Radhika Piramal as the members. However, Ms. Radhika Piramal has resigned on August 11, 2016 and in her place Ms. Sujata Deshmukh has been appointed w.e.f. November 14, 2016 as a member of the Committee.
As on date, the Nomination and Remuneration Committee comprises of Mr. Rafique Malik, Chairman, Mr. Carlton Pereira and Ms. Sujata Deshmukh as the members.
All the members of the Nomination and Remuneration Committee are Independent Directors.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of Mr. Rafique Malik, Chairman, Mr. Gulu L. Mirchandani and Mr. Vijay J. Mansukhani as members.
Corporate Social Responsibility (CSR) Committee:
The CSR Committee comprises of Mr. Gulu L. Mirchandani, Chairman, Mr. Vijay J. Mansukhani and Mr. Rafique Malik as members.
Whistle Blower Policy/ Vigil Mechanism:
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
The policy also been posted on the website of Company i.e. www. onida.com/policies.
Code of Conduct for Prevention of Insider Trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation,
2015. The Insider Trading Policy of the Company laid down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of dealings by employees of the Company. The Insider Trading Policy of the Company comprising of ''Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information'' and ''Code of Conduct for Prevention of Insider Trading'' is available on the website of the Company i.e. www.onida.com.
Meetings of the Board:
The details of the number of meetings of the Board of Directors of the Company held during the financial year / tenure and the attendance of Directors forms part of the Corporate Governance Report.
Particulars of Loan given, Investment made, Guarantee given and Securities provided by the Company:
Particulars of loans given, investments made and guarantees given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are provided in the respective notes in the financial statement.
Significant and Material order passed by the Regulatory or Courts:
There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operation.
Material changes and commitments affecting financial position between end of the financial year and date of this report:
There were no material changes and commitments affecting financial position of the Company during the period between end of the financial year and date of this Board Report.
Listing Fees:
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above stock exchanges till date.
Information under Regulation 34 (3) read with Schedule
V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Pursuant to the New Listing Agreement read with Regulation 34 (3) along with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and reenactment thereof till date), the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31, 2017 is as under:
Sr. No. |
Description |
No. of Shareholders |
No. of Shares |
1 |
Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the financial year |
4678 |
102309 |
2 |
Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the financial year |
4 |
2067 |
3 |
Number of shareholders to whom shares were transferred from unclaimed suspense account during the financial year |
4 |
2607 |
4 |
Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the financial year |
4674 |
100242 |
All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. Transfer of Unpaid and Unclaimed Dividend:
Pursuant to provisions of the Section 124 of the Companies Act, 2013 and Section 205A (5) of the erstwhile Companies Act, 1956, the dividend declared for the financial year 2008-2009 (Final), which remained unpaid or unclaimed for a period of 7 (seven) years has been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provisions of the Section 125 of the Companies Act, 2013.
The shareholders, who have not claimed dividend for the financial year 2009-2010 and 2010-2011, which is due for transfer to IEPF on expiry of 7 (seven) years on July 29, 2017 and July
25, 2018 respectively, are requested to write to the Registrar & Share Transfer Agent of the Company for claiming their unpaid/ unclaimed dividend.
Transfer of Shares to the Investor Education and Protection Fund:
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules,
2016, which have come into effect from September 07, 2016, the shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares have to be transferred to the Investor Education and Protection Fund (IEPF), a Fund established by the Central Government under Section 125 of the Companies Act, 2013.
The Company will be transferring shares to IEPF Suspense Account on which dividend has not been paid or claimed for seven consecutive years or more by following the procedure prescribed under the said Rules.
Particulars of Employees and Related Disclosures:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures pertaining to the remuneration and other details as required is appended as Annexure - E to this Board Report.
A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs, 1.02 crore or more, or employed for part of the year and in receipt of Rs, 8.5 lakh or more per month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is available for the inspection at the registered office of the Company.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished to them.
Internal Control System:
The Company has adequate internal control system commensurate with its size and business. The Internal Auditors of the Company reviewed that all the financial transactions of the Company are in line with the compliance of laws, policies and procedures and have been correctly recorded and reported. The Internal Audit is conducted on regular basis and the reports are submitted to the Audit Committee at their quarterly meetings. The Audit Committee actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.
Research and Development:
The Company recognizes that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements.
The Company is proud to have a team of dedicated engineers at the ONIDA Research and Development Centres in Mumbai and Shenzhen (China), who facilitate in making state-of-the-art technology products, satisfying customer expectations.
This team conducts research in the areas of:
© Embedded Software.
© Industrial Design.
© Mechanical Design.
© Electrical Circuit Design.
Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 and amended from time to time, are set out in the Annexure - F and forms part of this Board Report.
Environment:
The E Waste Management Rules, 2016 (hereinafter referred to as "E Waste Rule") are in force. As per the E Waste Rule all producers have to meet Extended Producer Responsibility (EPR) along with the defined targets. As per E Waste Rule, all producers have to make EPR Authorisation Application to Central Pollution Control Board (CPCB). The Company has made an application to CPCB for EPR Authorisation much before the due date of December 31, 2016. The Company is interacting with CPCB members for EPR Authorisation. The Company has a tie up with Authorised Recyclers for recycling the E Waste.
The details of E Waste along with Collection Centres and Pick Up Facility have been uploaded on the Company''s website. One of the important aspect of E Waste Rule, is creating awareness amongst stakeholders about necessity to dispose ''End of Life'' (EOL) products through authorized recyclers instead handing over to unauthorized recyclers / kabadiwala. The Company has planned various actions for creating such awareness. The
Company appeals to all stakeholders to dispose all EOL products through Company''s authorized recyclers. The required details are available on Company''s website viz. www.onida.com.
The manufacturing plant situated at Wada, Maharashtra has more than 10 acres of Green Cover with more than 1500 plants and trees. The Company makes all out efforts for maintaining such Green cover and support the prevailing Environmental issues.
General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiary.
Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement:
Your Directors take this opportunity to thank the customers, vendors, investors, members and bankers of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.
Your Directors also thank the Government of India particularly the Income Tax Department, the Customs and Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of India, the State Governments and other government agencies for the support and look forward for the continued support from them in the future.
For and on behalf of the Board of Directors
Gulu L. Mirchandani
Place : Mumbai Chairman and Managing Director
Date : May 22, 2017 DIN: 00026664
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Thirty Fourth Annual Report
along with the audited Financial Statements of the Company for the year
ended March 31,2015.
The financial highlights for the year under review are as under:
Results of Operations
(Rs. in Crores)
Particulars Financial year Financial year
ended March ended March
31, 2015 31, 2014
Gross Turnover 1120.56 1368.90
Gross Profit (before interest, 50.51 (7.52)
depreciation, tax and writing off of
preliminary expense)
Interest 32.92 38.13
Depreciation 14.15 14.33
Provision for taxation - -
Net Profit/(Loss) before tax 3.44 (59.97)
Current Tax 0.45 -
Deferred Tax Liability/(Asset) 2.19 -
Profit/(Loss) After Tax 0.81 (59.97)
Balance in Profit & Loss A/c carried 16.74 76.71
forward from the last year
Amounts available for 12.99 16.74
appropriations
State of Company's Affairs
During the year under review, your Company has made gross turnover of
Rs. 1120.56 crores as against Rs. 1368.90 crores for the previous
year. The Company has made a profit before tax of Rs. 3.44 crores as
compared to loss of Rs. 59.97 crores in the previous year. The Company
has reported a net profit after tax of Rs. 0.81 crores as against loss
of Rs. 59.97 crores.
As compared to the past few years, the financial year 2014-2015 was the
year of transition for the Company.
The Company believes in changing constantly to adapt to the changing
taste of Indian consumer and the market scenario. The Company
understands the Indian consumers' psychology in a better manner. The
Board of Directors and the senior management of the Company always
think out of the box and come up with innovative product proposition
and marketing such as:
I GENIUS: The Company has introduced Onida I genius (IOT based
technology) "India's first wi-fi AC" which can be operated with smart
phone to address the digitalized crowd. It is available in 0.8 ton, 1
ton and 1.5 ton with 2 star, 3 star and 5 star rating.
BIG SCREEN BIG ENTERTAINMENT: To improve the top line of the Company,
the Company has undertaken the campaign of "big screen big
entertainment" in LED TV segment where the Company has focused and put
its resources to sell 32 inch and above screen sized LED TV series.
This initiative is a part of "FOCUS PRODUCT FOCUS MARKET STRATEGY",
where the Company has capitalized the potential of its brands which has
resulted in improving our profitability.
SOCIAL MEDIA CAMPAIGN: In order to get into the consideration set of
generation-Y, the Company has realigned its marketing strategy to
connect digitally through social media marketing i.e. facebook,
twitter and google.
E-COMMERCE: The financial year 2014-2015 has witnessed E-commerce
evolution in a much stronger and deeper levels. Rising internet and
mobile phone penetration have changed the way doing in business. The
Company understands the importance of e-commerce and wisely entered
into a partnership with the leading players of e-commerce platform.
Looking forward to the financial year 2015-2016, the Company will
continue to innovate and come up with customer delight premium products
with path breaking technology and affordable pricing to take its brands
to the next level.
Dividend and Transfer to General Reserves
Considering the cash requirement for business growth and debt
servicing, your Directors decided, not to propose dividend for the year
ended March 31, 2015 and there is no appropriation of any amount to
General Reserves during the year under review.
Preferential Issue of Warrants
The Board of Directors of the Company has approved issuance of a
warrant upto the size of Rs. 32,50,00,000/- (Rupees Thirty Two Crores
Fifty Lakhs only) on preferential basis, to Bennett Coleman & Co.
Limited, a non-promoter company. The Board of Directors of the Company
has further delegated authority to Committee of Directors to make any
changes, modification in the terms and conditions of the Issue and the
overall issue size and warrant Subscription amount and / or the number
of warrant/s to be issued and the price of shares to be allotted on
payment of total subscription amount of the warrant, subject to the
approval of the members of the Company through postal ballot. The
object of issue of warrant is to meet funding requirements towards
brand building of the Company through advertising in the print and
non-print medium/media.
Consolidated Financial Statements
In accordance with the Companies Act, 201 3 read with the Companies
(Accounts) Rules, 2014 amended from time to time and Accounting
Standard (AS)-21, the consolidated financial statements is provided in
the Annual Report.
Subsidiary Company
Your Company is having a subsidiary company i.e. Akasaka Electronics
Limited. During the year under review, Akasaka Electronics Limited made
revenues of Rs. 6.43 crores as compared to Rs. 13.66 crores in the
previous year. Akasaka Electronics Limited has incurred a loss before
tax of Rs. 5.42 crores as compared to loss of Rs. 2.52 crores in the
previous year. The working of Akasaka Electronics Limited was impacted
due to shut down of its business operation due to adverse financial
condition, continual losses, increase in operational costs and hostile
industrial relations.
The annual accounts of the subsidiary company and the related detailed
information are made available to the members of the Company and of the
subsidiary company seeking such information. The annual accounts of the
subsidiary company are also made available for inspection by any member
at the registered office of the Company and of the subsidiary company.
The Policy for determining material subsidiaries as approved may be
accessed on the Company's website link at http://www.omda.
com/policies. The copies of the audited financial statements of the
subsidiary company can be sought by any member of the Company by making
a written request addressed to the Company Secretary of the Company at
the registered office of the Company.
Board of Directors
The Board of Directors of the Company comprises of the following
Directors:
(i) Mr. Gulu L. Mirchandani- Chairman & Managing Director
(ii) Mr. Vijay J. Mansukhani- Managing Director
(iii) Mr. Shyamsunder Dhoot- Whole-Time Director
(iv) Mr. Rafique Malik- Independent Director
(v) Mr. Carlton Pereira- Independent Director*
(vi) Ms. Radhika Piramal- Independent Director**
*Mr. Carlton Pereira was appointed as Additional Director and as an
Independent Director at the meeting of the Board of Directors of the
Company held on May 15, 2014.
**Ms. Radhika Piramal was appointed as Additional Director and as an
Independent Director at the meeting of the Board of Directors of the
Company held on July 24, 2014.
During the year under review, Mr. Rafique Malik, Mr. Carlton Pereira
and Ms. Radhika Piramal were appointed as Independent Directors for
five consecutive years, for a term upto September 2, 2019 by the
members at the Annual General Meeting of the Company held on September
3, 2014.
During the year under review, Mr. Ranjan Kapur and Mr. Vimal Bhandari,
Independent Directors of the Company have resigned as Directors of the
Company on April 28, 2014 and June 7, 2014 respectively due to their
personal commitments.The Board places its appreciation for the guidance
and advice rendered by them on the Board of Directors of the Company.
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of the Directors) Rules, 2014
amended from time to time, 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.
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of the
Directors) Rules, 2014 amended from time to time, Mr. Gulu L.
Mirchandani, Chairman & Managing Director, shall retire by rotation at
the ensuing Annual General Meeting of the Company and is eligible for
re-appointment.
Mr. Vijay Mansukhani, Managing Director, was re-appointed by the Board
of Directors of the Company in its Board meeting held on March 26, 2015
as Managing Director for a further period of three years with effect
from April 1, 2015, subject to approval of the Members of the Company
at the ensuing Annual General Meeting.
The notice convening the Annual General Meeting includes the proposal
for appointment/re-appointment of the Directors.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 amended from time to time, your
Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with the
requirements set out under Schedule III of the Companies Act, 2013,
have been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Corporate Governance
Your Company believes in adopting best Corporate Governance practices.
The Company has also implemented several best Corporate Governance
practices as prevalent globally. The report on Corporate Governance as
stipulated under the Listing Agreement forms an integral part of this
Report.
The requisite certificate from the Statutory Auditors of the Company
i.e. M/s S R B C & Co. LLP, Chartered Accountants, Mumbai confirming
compliance with the conditions of Corporate Governance as stipulated
under the clause 49 of the Listing Agreement is annexed to this Report.
The declaration signed by the Chief Executive Officer of the Company
regarding compliance of Code of Conduct for Board members and Senior
Management personnel forms part of this Report.
Management Discussion And Analysis
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under clause 49 of the Listing
Agreement, is presented in a separate section forming part of Annual
Report under the head 'Management Discussion and Analysis'.
Contracts And Arrangements With Related Parties
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in ordinary course of
business and on an arm's length basis. During the year, the Company had
not entered into any contract/arrangement/ transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of the related party transactions.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board of Director of
the Company may be accessed on the website of the Company at the link
http://www.onida.com/policies.
Your Directors draw attention of the members to Note 39 to the
standalone financial statement which sets out related party
transactions. Form No. AOC-2 as mentioned under the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed
herewith Annexure A.
Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, every company
having networth of Rs. 500 crores or more or turnover of Rs. 1000
crores or more or net profit of Rs. 5 crores or more during any
financial year shall ensure that it spends, in every financial year,
atleast 2 (Two) percent of the average net profits made during three
immediately preceding financial years, in pursuance of its Corporate
Social Responsibility Policy.
The aforesaid requirement will not be applicable to the Company for the
financial year 2014-15 as the Company did not have profit during the
three immediately preceding financial years.
Risk Management
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. The Risk Management Policy was reviewed and approved by the
Committee constituted by the Board of Directors of the Company.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives.
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal
control and assurance activities.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to the financial statements. During the year, such controls
were tested and no reportable material weakness in the design or
operations were observed.
Extract Of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9, as required under Section 92 of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014 amended
from time to time, are included in this Report as Annexure-B and forms
an integral part of this Report.
Key Managerial Personnel
The Board of Directors of the Company in their meeting held on May 15,
2014 had noted below mentioned persons as Key Managerial Personnel of
the Company in terms of the requirement of Section 203 of the Companies
Act, 2013 read with rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, within the meaning of Section
2(51) of Companies Act, 2013.
Sr. Name of the person Designation
No.
1. Mr. Gulu Mirchandani Chairman & Managing Director
2. Mr. Vijay Mansukhani Managing Director
3. Mr. Shyamsunder Dhoot Whole - Time Director
4. Mr. Aashay Khandwala Head - Corporate Affairs, Legal &
Company Secretary
5. Mr. G. Sundar Chief Executive Officer
6. Mr. Predeep Kumar Gupta Chief Financial Officer
*During the year under review, Mr. Predeep Kumar Gupta, Chief Financial
Officer of the Company has resigned on November 07, 2014 and Mr. Muthu
Elango was appointed as Chief Financial Officer in his place.
Board Evaluation
Pursuant to the provision of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Company has devised a policy for performance
evaluation of Independent Directors, Board of Directors, Committees and
other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors. A
structured questionnaire was prepared after taking into consideration
of the various aspects such as performance of specific duties,
obligations, Board's functioning, composition of the Board and its
Committees, culture and governance.
The performance evaluation of the Chairman, Executive Director and
Independent Directors was carried out by the entire Board of Directors
of the Company excluding the director being evaluated. The Board of
Directors expressed their satisfaction with the evaluation process.
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company.
The following policies of the Company are annexed herewith marked as
Annexure C-I and Annexure C-II:
a) Policy on criteria for appointment & evaluation of executive
directors and independent directors; and
b) Policy on remuneration of directors, key managerial personnel and
other senior management employees.
Public Deposits
During the year under review, the Company has neither invited nor
accepted any public deposit within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 amended from time to time.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
The members of the Company at the Annual General Meeting of the Company
held on September 3, 2014, has appointed M/s. S R B C & Co. LLP.,
Chartered Accountants, as Statutory Auditors of the Company, to hold
the office till the conclusion of the thirty seventh Annual General
Meeting of the Company. In terms of the first proviso to Section 139 of
the Companies Act, 2013, the appointment of the auditors shall be
placed for ratification at every Annual General Meeting. Accordingly,
the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, as
Statutory Auditors of the Company, is placed for ratification by the
members of the Company.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Cost Auditors
Pursuant to amended rules dated December 31, 2014 issued by Ministry of
Corporate Affairs (MCA) and in compliance with the Section 148 of the
Companies Act, 2013 read with Companies (Cost Records and Audit) Rules,
2014 amended from time to time, the Board of Directors of the Company,
on the recommendation of Audit Committee, has appointed Mr. Suresh D.
Shenoy as the Cost Auditor of the Company for the financial year
2015-2016.
Secretarial Auditors
Ms. Ragini Chokshi of M/s. Ragini Chokshi & Co, Practicing Company
Secretaries, was appointed to conduct the secretarial audit of the
Company for the financial year 2014-2015, as required under Section 204
of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Personnel) Rules, 2014 amended from time to time. The
secretarial audit report for financial year ended March 31,2015 is
annexed herewith marked as Annexure-D to the this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
Disclosures
Corporate Social Responsibility (CSR)Committee
The CSR Committee comprises Mr. Gulu L. Mirchandani, Chairman, Mr.
Vijay J. Mansukhani and Mr. Rafique Malik as other members.
Audit Committee
The Audit Committee comprises Mr. Carlton Pereira, Chairman, Mr.
Rafique Malik and Ms. Radhika Piramal as other members.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mr. Rafique Malik,
Chairman and Mr. Gulu L. Mirchandani and Mr. Vijay J. Mansukhani as
other members.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. Rafique
Malik, Chairman and Mr. Carlton Pereira and Ms. Radhika Piramal as
other members.
Whistle Blower Policy / Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior,
the Company has adopted a vigil mechanism policy. The aim of the policy
is to provide adequate safeguards against victimization of whistle
blower who avails of the mechanism and also provide direct access to
the Chairman of the Audit Committee, in appropriate or exceptional
cases.
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
The policy also been posted on the website of Company i.e.
www.onida.com.
Meeting of the Board
The details of the number of meeting of the Board held during the
financial year / tenure forms part of the Corporate Governance Report.
Particulars of Loan given, Investment made, Guarantee given and
Securities provided by the Company
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient under
the provisions of Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 amended from
time to time, are provided in the standalone financial statement
(Please refer to Note 9 and 10 to the standalone financial statement).
Significant and Material order passed by the Regulatory or Courts
There were no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operation.
Listing fees
The equity shares of the Company are listed on BSE Limited and National
Stock Exchange of India Limited. The Company has paid the applicable
listing fees to the above Stock Exchanges till date.
Clause 5A of the Listing Agreement
Pursuant to clause 5A of the Listing Agreement the details of the
shares lying with the Company in Unclaimed Suspense Account as on March
31,2015 are as under:
Sr. Description No. of No. of
No. Shareholders Shares
1 Aggregate number of shareholders and 4691 102435
the outstanding shares in the suspense
account lying at the beginning of the
financial year
2 Number of shareholders who approached 11 100
issuer for transfer of shares from
suspense account during the financial
year
3 Number of shareholders to whom shares 11 100
were transferred from suspense account
during the financial year
4 Aggregate number of shareholders 4680 102335
and the outstanding shares in the suspense
account lying at the end of the financial
year
All the unclaimed shares are credited to a Demat Unclaimed Suspense
Account and all the corporate benefits in terms of securities, accruing
on these unclaimed shares shall be credited to such account. The Voting
rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares.
Transfer of Unpaid and Unclaimed Dividend
Pursuant to Section 205A(5) of the Companies Act, 1956, the dividend
declared for the financial year 2005-2006 (Final) and 2006-2007
(Interim) which remained unpaid or unclaimed for a period of 7 years
have been transferred by the Company to Investor Education and
Protection Fund (IEPF) established by the Central Government pursuant
to Section 205C of the Companies Act, 1956.
The shareholders who have not claimed dividend for the financial year
2007-2008, which is due for transfer to IEPF on expiry of seven years
on July 31, 2015 are requested to write to the Registrar & Share
Transfer Agent of the Company for claiming their unpaid/ unclaimed
dividend.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the disclosures pertaining to
remuneration and other details as required is appended as Annexure E to
the Board's report.
A statement containing the names of every employee employed throughout
the financial year and in receipt of remuneration of Rs. 60 lakh or
more, or employed for part of the year and in receipt of Rs. 5 lakh or
more a month,under Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is available for the
inspection at the registered office of the Company.
Having regard to the provisions of the first proviso to Section 136(1)
of the Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.
Internal Control System
The Company has adequate internal control system commen- surate with
its size and business. The Internal Auditors of the Company reviewed
and confirmed that all the financial transactions of the Company are in
line with the compliance of laws, policies and procedures and have been
correctly recorded and reported. The Internal Audit is conducted on
regular basis and the reports are submitted to the Audit Committee at
their quarterly meetings. The Audit Committee actively reviews the
adequacy and effectiveness of the internal control system and suggests
improvements to strengthen the same.
Research and Development
The Company recognizes that a vigorously intelligent research
initiative enables not only cost reduction through effective process
improvement but also value-addition through sustained innovative and
customized products in line with customer requirements.
The Company is proud to have a team of dedicated engineers at the Onida
Research and Development Centres in Mumbai and Shenzhen (China), who
facilitate in making state-of-the-art technology products, satisfying
customer expectations.
This team conducts research in the areas of:
* Embedded Software
* Industrial Design
* Mechanical Design
* Electrical Circuit Design
Conservation of Energy, Research and Development, Technological
Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3)(m) of the Companies Act 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the
Annexure-F and forms part of this Report.
Environment
The Company continues to strive to address matters related to
environment through number of initiatives. The E-Waste resulting
from end of life of electronic products and its rudimentary recycling
leads to pollution resulting in environmental degradation. To address
some of the concerns the Ministry of Environment and Forests has passed
E-waste (Management & Handling) Rules, 2011. Based on Extended Producer
Responsibility (EPR) principle the rules assign the responsibility to
Producers for end of life management of toxic waste. The Company
understands its EPR and has instituted necessary compliance mechanism
and systems. The Company has established at manufacturing plants
e-waste collection centers/points to process e-waste. The Company has
also tied up with a professional e-waste management company to address
the disposal challenge and has necessary certifications from certifying
authority.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole-time Director of the
Company receive any remuneration or commission from any of its
subsidiaries.
Your Directors further state that during the year under review, there
were no cases filed under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors take this opportunity to thank the customers, vendors,
investors, members and bankers of the Company for their continued
support during the year and also place on record their appreciation to
the contribution made by the employees of the Company at all levels.
Your Directors also thank the Government of India particularly the
Income Tax Department, the Customs and Excise Departments, Ministry of
Commerce, Ministry of Finance, Ministry of Corporate Affairs, the
Reserve Bank of India, the State Governments and other government
agencies for the support and look forward for the continued support
from them in the future.
On behalf of the Board of Directors
Place : Mumbai Gulu L. Mirchandani
Date : May 07, 2015 Chairman and Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting their Annual Report and
Accounts for the year ended 31st March 2013. The fnancial highlights
for the year under review are as under:
Results of Operations
(Rs.in Crores)
Particulars 2012-13 2011-12
Turnover 1365.23 1735.15
Proft/(Loss) before tax (46.88) (41.61)
Income Tax of earlier years 2.79
Deferred Tax 15.45 2.67
Proft /(Loss) after tax (28.64) (38.94)
Surplus carried
to balance sheet 76.71 105.35
Performance:
During the year under review, the Turnover of the Company stood at "
1365.23 Crores as against " 1735.15 Crores, during the previous
fnancial year, a decline in turnover by 21.32%. The Company incurred a
net loss of" 28.64 Crores as against a net loss of" 38.94 Crores
recorded during the previous fnancial year.
Your Board is pleased to inform you that the management has initiated a
slew of measures to improve both the top line and bottom line of the
organization going forward. With these initiatives, the management is
confdent of overcoming the present situation and accelerating the pace
of growth of the Company.
Dividend
In view of the loss incurred by the Company, no dividend has been
proposed for the year ended March 31, 2013.
Transfer to General Reserves
In view of the loss incurred by the company, your Board of Directors is
not appropriating any amount to General Reserves during the year under
review.
Subsidiary Company
Your company is having a subsidiary company i.e. Akasaka Electronics
Limited. In view of circular no. 2/2011 dated 21st February 2011 issued
by the Ministry of Corporate Afairs, New Delhi, the Board of Directors
of the Company have decided to present the audited consolidated
statement of accounts of the company and its subsidiary in the annual
report for the year under review. Your company believes that the
consolidated accounts present a true and fair view of the state of
afairs of the company and its subsidiary. Accordingly the annual report
of your company does not contain the fnancial statement of its
subsidiary, but contains the audited consolidated fnancial statements
of the company and its subsidiary.
The annual accounts of the subsidiary company along with the related
detailed information, is available for inspection by the shareholders
of the Company and its subsidiary company during business hours at the
respective registered ofces of Company and subsidiary company. Copies
of the audited accounts of the company''s subsidiary can be sought by
any member by making a written request addressed to the Company
Secretary & Head Corporate Afairs of the company at the registered
ofce of the Company.
Consolidated Financial Statements
In accordance with Accounting Standard 21 on Consolidated Financial
Statement and the Listing Agreement entered into with the Stock
Exchanges, the audited Consolidated Financial Statement for the
fnancial year ended 31st March, 2013 is provided in this Annual Report.
Cash fow statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash fow statement for the year ended
31st March, 2013 is annexed hereto.
Directors
Mr. Shyamsunder Dhoot was appointed as an Additional Director with
efect from 16th February, 2013, in accordance with Article 127(a) of
the Articles of Association of the Company and Section 260 of the
Companies Act, 1956. Mr. Dhoot holds ofce only up to the date of the
forthcoming Annual General Meeting and a notice under Section 257 of
the Act has been received from a member signifying his intention to
propose Mr. Dhoot''s appointment as a Director. The Board recommends his
appointment as Director.
Mr. Shyamsunder Dhoot was also appointed as a Whole Time Director with
efect from 16th February, 2013. An appropriate Resolution has,
therefore, been proposed in the Notice convening the Annual General
Meeting for approval of Mr. Shyamsunder Dhoot''s appointment and
remuneration.
In terms of section 255 and 256 of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Vimal Bhandari and Mr.
Ranjan Kapur, Non-executive and Independent Directors, retires by
rotation and being eligible ofers them self for re-appointment at the
ensuing annual general meeting of the Company. A brief resume of Mr.
Vimal Bhandari and Mr. Ranjan Kapur as required under clause 49 of the
Listing Agreement, is provided in the notice convening the Annual
General Meeting of the Company.
The tenure of Mr. Gulu L. Mirchandani, Chairman & Managing Director
will be expiring on 30th November, 2013. In view of his excellent
performance, your Directors propose re-appointment of Mr. Gulu L.
Mirchandani as Chairman & Managing Director of the Company for a
further period of 3 years with efect from 1st December, 2013 to 30th
November 2016 on the existing terms and conditions subject to the
approval of Central Government.
Directors'' Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
confrm that:
a) In the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards have been followed and no
material departures have been made from the same;
b) They have selected such accounting polices 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 afairs of
the company at the end of the fnancial year and of the loss of the
company for the year under review;
c) They have taken proper and sufcient 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;
d) They have prepared the annual accounts on a going concern basis.
Corporate Governance
Your Company believes in adopting efective Corporate Governance
practices. Clause 49 of the Listing Agreement deals with the Corporate
Governance requirements which every listed company is required to
comply with. The Company has accordingly taken efective steps to comply
with the requirements of the clause 49 of the Listing Agreement with
the Stock Exchanges.
A separate section on the Corporate Governance forming part of the
Directors'' Report and the certifcate from the Company''s Auditors M/s N.
M. Raiji & Co., Chartered Accountants, Mumbai confrming compliance with
the conditions of Corporate Governance as stipulated under the clause
49 of the Listing Agreement, is annexed to this report for your
perusal.
The Chief Executive Ofcer''s declaration regarding compliance of Code of
Business Conduct and Ethics for Board members and senior management
personnel forms part of the Report on Corporate Governance.
Green Initiative in the Corporate Governance
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Afairs vide its circular no. 17/2011 dated
21.04.2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same. A specimen of request form for registering e-mail IDs to be
flled and submitted by the members to the Registrar & Transfer Agent or
the Company is annexed separately alongwith the notice of the AGM.
Members holding shares in demat mode, who have not registered their
e-mail IDs with DPs, are also requested to register/ update their
e-mail Ids with their DPs.
Management Discussion and Analysis
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under clause 49 of the Listing
Agreement, is presented in a separate section forming part of Annual
Report under the head ''Management Discussion and Analysis''.
Persons Acting in Concert
The names of the Persons Acting in Concert as defned under the SEBI
(Acquisition of Shares and Takeovers) Regulation 2011 is disclosed
separately in the Annual Report for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulation 2011, as
amended.
Fixed deposits
The company has neither invited nor accepted any public deposit within
the meaning of Section 58A of the Companies Act, 1956 and rules made
thereunder, during the year under review.
Electronic fling
The Company is also periodically uploading Annual Reports, Financial
Results, Shareholding Pattern, Corporate Governance Reports etc. on its
website viz. www.onida.com within the prescribed time limit.
Listing fees
The equity shares of the company are listed on The Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above Stock
Exchanges up to date. The Company''s equity shares are also traded in
the dematerialized segment for all investors compulsorily and the
company has entered into agreements with The Central Depository
Services (India) Limited and The National Securities Depository Limited
for trading in electronic form.
Clause 5A of the Listing Agreement
Pursuant to clause 5A of the Listing Agreement the details of the
shares lying with the Company in Unclaimed Suspense Account as on 31st
March, 2013 is as under:
SL. Description No. of cases No. of shares
No
1 Aggregate number of 4700 104677
shareholders and the
outstanding shares in the
suspense account lying at the
beginning of the year;
2 Number of shareholders 8 2222
who approached issuer
for transfer of shares from
suspense account during the year;
3 Number of shareholders 8 2222
to whom shares were
transferred from suspense
account during the year:
4 Aggregate number of 4692 102455
shareholders and the
outstanding shares in the
suspense account lying at
the end of the year;
All the unclaimed shares are credited to a DEMAT Unclaimed Suspense
Account and all the corporate benefts in terms of securities, accruing
to on these unclaimed shares shall be credited to such account. The
Voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
Transfer of Unpaid and Unclaimed Dividend to IEPF
Pursuant to section 205A(5) of the Companies Act, 1956, the dividend
declared for the fnancial year 2004-05 which remained unpaid or
unclaimed for a period of 7 years have been transferred by the Company
to Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to section 205C of the said Act.
Shareholders who have not claimed dividend for the fnancial year
2005-06, which is due for transfer to IEPF on or after 28th October,
2013 are requested to write to the Company Secretary for claiming their
unpaid/ unclaimed dividend.
Auditors
M/s. N. M. Raiji & Co., the existing Auditors retire at the ensuing
Annual General Meeting of your Company. A shareholder has proposed the
appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants,
Mumbai as statutory Auditors in place of M/s. N.M.Raiji & Co. in the
ensuing Annual General Meeting. M/s S.R. Batliboi & Co. LLP, Chartered
Accountants, Mumbai have indicated their eligibility, and willingness
to be appointed as Statutory Auditors of your Company. A resolution
seeking your approval for the appointment of the said auditors has been
included in the Notice convening the Annual General Meeting.
The company has received a written confrmation from M/s S.R. Batliboi
& Co. LLP, to the efect that their appointment, if made, would be in
conformity with the limits prescribed in Section 224 (1B) of the
Companies Act, 1956. The report of the auditors on audited accounts for
the fnancial year 2012-13, is self-explanatory and does not require any
further explanation.
The Auditors have further confrmed to the Company that they are holding
a certifcate of Peer Review as per requirement stipulated in the
Listing Agreement.
M/s. N.M. Raiji & Co. have not indicated their willingness to be
reappointed as auditors of the company.
Cost Auditors
Pursuant to the Order dated 24th January, 2012 passed by the Ministry
of Corporate Afairs (MCA), Cost Audit Branch, directing all companies
to which the Companies (Cost Accounting Records) Rules, 2011 apply, to
get their cost accounting records for products covered under specifed
chapters of the Central Excise Tarif Act, 1985 audited by a Cost
Auditor, the Company has, based on an application made, received the
Central Government''s approval for appointment of Mr. Suresh D. Shenoy
as the Cost Auditor of the Company for the year ending 31st March, 2013
in respect of products covered under Chapters 84 and 85 of the Central
Excise Tarif Act, 1985.
The Cost Audit Report of Mr. Suresh D. Shenoy, for the year ended 31st
March, 2013 will be fled with the Central Government within the due
date i.e. (27th September, 2013).
Audit Committee
In accordance with Clause 49 of the Listing Agreement read with section
292A of the Companies Act, 1956, the company has constituted an Audit
Committee, which consists of three Independent and Non-executive
Directors of the company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan
Kapur and Mr. Manoj Maheshwari. The Audit Committee functions in terms
of the role and powers delegated by the Board of Directors keeping in
view the provisions of Clause 49 of the Listing Agreement and Section
292A of the Companies Act, 1956.
Employee relations and particulars of Employees
Relations between employees and the management continued to be cordial
during the year. In terms of provisions of section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, the particulars of employees are set out in Annexure to
this Report. However, as per the provisions of Section 219(1)(b)(iv) of
the Companies Act, 1956, the Annual Report excluding the aforesaid
information is being sent to all members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company Secretary & Head-Corporate Afairs at
Registered Ofce of the Company.
Research and Development
Mirc recognizes that a vigorously intelligent research initiative
enables not only cost reduction through efective process improvement
but also value-addition through sustained innovative and customized
products in line with customer requirements.
We are proud to have a team of dedicated engineers at the Onida
Research and Development Centres in Mumbai and Shenzhen (China), who
facilitate in making state-of-the-art technology products, satisfying
customer expectations.
This team conducts research in the areas of:
Embedded Software
Industrial Design
Mechanical Design
Electrical Circuit Design
Conservation of energy, research and development, technological
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) read with Rule 2
of the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in the Annexure forming part of
this report.
Acknowledgement
Your Directors take this opportunity to thank our customers, vendors,
investors and bankers for their continued support during the year and
we place on record our appreciation to the contribution made by our
employees at all levels and you shareholders.
We also thank the Government of India particularly the Income Tax
Department, the Customs and Excise Departments, Ministry of Commerce,
Ministry of Finance, Ministry of Corporate Afairs, the Reserve Bank of
India, the State Governments and other government agencies for their
support and look forward for their continued support in the future.
On behalf of the Board of Directors
Sd/-
Date : 14th May 2013 Gulu L. Mirchandani
Place : Mumbai Chairman and Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their Annual Report and
Accounts for the year ended 31st March 2012. The financial highlights
for the year under review are as under:
Results of Operations
(Rs in Crores)
Particulars 2011-12 2010-11
Turnover 1735.15 2001.27
Profit before tax (41.61) 35.21
Provision for taxation (2.67) 7.92
Profit after tax (38.94) 27.29
Profit available for appropriation 105.35 163.49
Final dividend on equity shares (Proposed) - 14.17
Dividend on Preference Shares - -
Tax on dividend - 2.30
Transfer to general reserve - 2.73
Transfer to Capital Redemption Reserve - -
Surplus carried to balance sheet 105.35 144.29
Performance
During the year under review, the Turnover of the Company stood at Rs
1735.15 Crores as against Rs 2001.27 Crores, during the previous
financial year, a decline in turnover by 13.30%. The Company incurred
a net loss of Rs 38.94 Crores as against a net profit of Rs 27.29 Crores
recorded during the previous financial year.
The performance of the Company during the year was affected due to
economic slowdown, which resulted in lower business volume across all
the business segments catered by your Company. Tight liquidity
conditions witnessed during the whole year lead to increased interest
rates. Besides the incident of fire in one of the plant manufacturing
washing machines also impacted the performance of the company. The
appreciation of dollar vis-a-vis the Indian Rupee also added to the
problems of various companies in India, including MIRC, which has
impacted its bottomline. The dollar appreciated from Rs 44.10 in the
month of April 2011 to Rs 50.88 in March, 2012, thus, registering an
increase of almost 15.36 %. Thus, it has not been a year of growth for
the Company.
Your Board is pleased to inform you that the management has initiated a
slew of measures to improve both the top line and bottom line of the
organization going forward. With these initiatives, the management is
confident of overcoming the present situation and accelerating the pace
of growth of the Company.
Fire incident at the Roorkee unit of the Company
There was a devastating fire in the Roorkee plant of the Company on 8th
February, 2012 which engulfed the entire factory premises including the
Plant and Machinery, Stock of Raw Material and Finished Products and
caused severe damage to the Land and Building. Fortunately, all the
properties, stocks, machineries and building were insured. The Company
is taking various steps to restart the operations at the said plant
shortly.
Dividend
In view of the loss incurred by the Company, no dividend has been
proposed for the year ended March 31, 2012.
Transfer to General Reserves
In view of the loss incured by the Company, your Board of Directors is
not appropriating any amount to General Reserves during the year under
review.
Subsidiary Company
Your Company is having a subsidiary company i.e. Akasaka Electronics
Limited. In view of circular no. 2/2011 dated 21st February, 2011
issued by the Ministry of Corporate Affairs, New Delhi, the Board of
Directors of the Company have decided to present the audited
consolidated statement of accounts of the Company and its subsidiary in
the annual report for the year under review. Your Company believes that
the consolidated accounts present a true and fair view of the state of
affairs of the Company and its subsidiary. Accordingly the annual
report of your Company does not contain the financial statement of its
subsidiary, but contains the audited consolidated financial statements
of the Company and its subsidiary.
The annual accounts of the subsidiary company along with the related
detailed information, is available for inspection by the shareholders
of the Company and its subsidiary company during business hours at the
respective registered offices of Company and subsidiary company. Copies
of the audited accounts of the Company's subsidiary can be sought by
any member by making a written request addressed to the Company
Secretary & Head- Corporate Affairs of the Company at the registered
office of the Company.
Consolidated Financial Statements
In accordance with Accounting Standard 21 on Consolidated Financial
Statement and the Listing Agreement entered into with the Stock
Exchanges, the audited Consolidated Financial Statement for the
financial year ended 31st March, 2012 are provided in this Annual
Report.
Cash flow statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash flow statement for the year ended
31st March, 2012 is annexed hereto.
Directors
In terms of section 255 and 256 of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Manoj Maheshwari,
Non-executive and Independent Director, retires by rotation and being
eligible offers himself for re-appointment at the ensuing annual
general meeting of the Company. A brief resume of Mr. Manoj Maheshwari
as required under clause 49 of the Listing Agreement, is provided in
the notice convening the Annual General Meeting of the Company.
During the financial year Mr. Vijay Mansukhani, Managing Director was
re-appointed by the Board as Managing Director for a further period of
three years with effect from 1st April, 2012, subject to approval of
the Members of the Company at the ensuing Annual General Meeting.
Directors' Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
a) In the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards have been followed and no
material departures have been made from the same;
b) They have selected such accounting polices 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 loss of the
Company for the year under review;
c) They 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;
d) They have prepared the annual accounts on a going concern basis.
Corporate Governance
Your Company believes in adopting effective Corporate Governance
practices. Clause 49 of the Listing Agreement deals with the Corporate
Governance requirements which every listed company is required to
comply with. The Company has accordingly taken effective steps to
comply with the requirements of the clause 49 of the Listing Agreement
with the Stock Exchanges.
A separate section on the Corporate Governance forming part of the
Directors' Report and the certificate from the Company's Auditors M/s
N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance
with the conditions of Corporate
Governance as stipulated under the clause 49 of the Listing Agreement,
is annexed to this report for your perusal.
The Chief Executive Officer's declaration regarding compliance of Code
of Business Conduct and Ethics for Board members and senior management
personnel forms part of the Report on Corporate Governance.
Green Initiative in the Corporate Governance
In view of the 'Green Initiative in Corporate Governance' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21.04.2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the Company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same. A specimen of request form for registering e-mail IDs to be
filled and submitted by the members to the Registrar & Transfer Agent
or the Company is annexed separately alongwith the notice of the AGM.
Members holding shares in demat mode, who have not registered their
e-mail IDs with DPs, are also requested to register/ update their
e-mail Ids with their DPs.
Management Discussion and Analysis
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under clause 49 of the Listing
Agreement, is presented in a separate section forming part of Annual
Report under the head 'Management Discussion and Analysis'
Persons Acting in Concert
The names of the Persons Acting in Concert as defined under the SEBI
(Acquisition of Shares and Takeovers) Regulation, 2011 is disclosed
separately in the Annual Report for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulation 2011, as
amended.
Fixed deposits
The Company has neither invited nor accepted any public deposit within
the meaning of Section 58A of the Companies Act, 1956 and rules made
thereunder, during the year under review.
Electronic filing
The Company is also periodically uploading Annual Reports, Financial
Results, Shareholding Pattern, Corporate Governance Reports etc. on its
website viz. www.onida.com within the prescribed time limit.
Listing fees
The equity shares of the Company are listed on The Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above Stock
Exchanges up to date. The Company's equity shares are also traded in
the dematerialized segment for all investors compulsorily and the
Company has entered into agreements with The Central Depository
Services (India) Limited and The National Securities Depository Limited
for trading in electronic form.
Clause 5A of the Listing Agreement
Pursuant to clause 5A of the Listing Agreement the Company has already
sent several reminder letters by Registered Post to the addresses of
the respective shareholders and still there are unclaimed shares left
with the Company. The Details of the shares lying with the Company in
Unclaimed Suspense Account as on 31st March, 2012 is as under:
SL.
No Description No. of
cases No. of
shares
1 Aggregate number of 4700 104677
shareholders and the
outstanding shares in the suspense
account lying at the beginning of
the year;
2 Number of 0 0
shareholders who approached issuer
for transfer of shares from suspense
account during the year;
3 Number of 0 0
shareholders to whom shares were
transferred from suspense account
during the year:
4 Aggregate number 4700 104677
of shareholders and the outstanding
shares in the suspense account lying
at the end of the year;
All the unclaimed shares are credited to a DEMAT Unclaimed Suspense
Account and all the corporate benefits in terms of securities, accruing
to on these unclaimed shares shall be credited to such account. The
Voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
Transfer of Unpaid and Unclaimed Dividend to IEPF
Pursuant to section 205A(5) of the Companies Act, 1956, the dividend
declared for the financial year 2003-04 which remained unpaid or
unclaimed for a period of 7 years have been transferred by the Company
to Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to section 205C of the said Act.
For the purpose of benefiting our shareholders who have not claimed
dividend for the financial year 2004-05, which is due for transfer to
IEPF on or after 2nd March, 2013, we shall be sending separate letters
requesting them once again to claim their unclaimed dividend amount for
the said financial year. Such shareholders are requested to write to
the Company Secretary for claiming their unpaid/ unclaimed dividend.
Auditors
M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors
of the Company, holds office upto the conclusion of the forthcoming
Annual General Meeting and have given their consent for re-appointment
as statutory auditors of the Company. It is proposed to re-appoint
them as auditors for the financial year 2012-13 and fix their
remuneration.
The company has received a written confirmation from M/s. N. M. Raiji
& Co. to the effect that their appointment, if made, would be in
conformity with the limits prescribed in Section 224 (1B) of the
Companies Act, 1956. The report of the auditors on audited accounts for
the financial year 2011-12, is self-explanatory and does not require
any further explanation.
The Auditors have further confirmed to the Company that they are
holding a certificate of Peer Review as per requirement stipulated in
the Listing Agreement.
Audit Committee
In accordance with Clause 49 of the Listing Agreement read with section
292A of the Companies Act, 1956, the Company has constituted an Audit
Committee, which consists of three Independent and Non-executive
Directors of the Company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan
Kapur and Mr. Manoj Maheshwari. The Audit Committee functions in terms
of the role and powers delegated by the Board of Directors keeping in
view the provisions of Clause 49 of the Listing Agreement and Section
292A of the Companies Act, 1956.
Employee relations and particulars of Employees
Relations between employees and the management continued to be cordial
during the year. In terms of provisions of section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, the particulars of employees are set out in Annexure to
this Report. However, as per the provisions of Section 219( 1 )(b)(iv)
of the Companies Act, 1956, the Annual Report excluding the aforesaid
information is being sent to all members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company Secretary & Head-Corporate Affairs at
Registered Office of the Company.
Research and Development
MIRC recognizes that a vigorously intelligent research initiative
enables not only cost reduction through effective process improvement
but also value-addition through sustained innovative and customized
products in line with customer requirements.
We are proud to have a team of dedicated engineers at the Onida
Research and Development Centres in Mumbai and Shenzhen (China), who
facilitate in making state-of-the-art technology products, satisfying
customer expectations.
This team conducts research in the areas of:
- Embedded Software
- Industrial Design
- Mechanical Engineering
- Electrical Engineering
Conservation of energy, research and development, technological
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) read with Rule 2
of the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in the Annexure forming part of
this report.
Acknowledgement
Your Directors take this opportunity to thank our customers, vendors,
investors and bankers for their continued support during the year and
we place on record our appreciation to the contribution made by our
employees at all levels and you shareholders.
We also thank the Government of India particularly the Income Tax
Department, the Customs and Excise Departments, Ministry of Commerce,
Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of
India, the State Governments and other government agencies for their
support and look forward for their continued support in the future.
On behalf of the Board of Directors
Sd/-
Date : 29th May 2012 Gulu L. Mirchandani
Place : Mumbai Chairman and Managing Director
Mar 31, 2011
The Directors have pleasure in presenting their Annual Report and
Accounts for the year ended 31st March 2011. The financial highlights
for the year under review are as under:
Results of Operations
(Rs. in Crores)
Particulars 2010-11 2009-10
Turnover 2000.36 1568.35
Profit before tax 35.21 22.65
Provision for taxation 7.92 4.28
Profit after tax 27.29 18.37
Profit available for appropriation 163.49 173.29
Final dividend on equity shares (Proposed) 14.17 13.46
Dividend on preference shares - 0.51
Tax on dividend 2.30 2.37
Transfer to general reserve 2.73 1.84
Transfer to Capital Redemption Reserve - 18.91
Surplus carried to balance sheet 144.29 136.20
Performance
During the year under review the turnover of the Company increased from
Rs. 1568 crores to Rs. 2000 crores registering an increase of 28% over
the previous financial year. The Profit before tax increased from Rs.
23 crores to Rs. 35 crores registering an increase of 52% and the
Profit after tax increased from Rs. 18 crores to Rs. 27 crores
registering an increase of 49%. Your Directors are confident of
maintaining the growth in the ensuing year as well.
This was possible on account of the impressive growth in LCD/LED,
Airconditioners and Mobiles. The turnover in the LCD/LED segment grew
by 120% as compared to the previous year. In the airconditioning
segment the turnover grew by 42.45% and the mobiles segment witnessed a
growth of 140% as compared to the previous year. Overall the year under
review has been quite satisfactory in view of the various steps taken
by management.
Dividend
Your Directors are pleased to recommend payment of dividend on equity
shares for the financial year ended 31st March, 2011 at Rs. 1/- per
equity share on the face value of Rs. 1/- per share subject to the
approval of members of the Company in the ensuing Annual General
Meeting.
Transfer to reserves
Your Directors have proposed to transfer Rs. 272.93 lacs (previous year
Rs. 183.71 lacs) to the general reserves out of the profits of Company
for the year 2010-11.
Subsidiary Company
Your Company is having a subsidiary company i.e. Akasaka Electronics
Limited. In view of circular no. 2/2011 dated 21st February 2011 issued
by the Ministry of Corporate Affairs, New Delhi, the Board of Directors
of the Company have decided to present the audited consolidated
statement of accounts of the company and its subsidiary in the annual
report for the year under review. Your Company believes that the
consolidated accounts present a true and fair view of the state of
affairs of the Company and its subsidiary. Accordingly the annual
report of your Company does not contain the financial statement of its
subsidiary, but contains the audited consolidated financial statements
of the Company and its subsidiary.
The annual accounts of the subsidiary company along with the related
detailed information, is available for inspection by the shareholders
of the Company and its subsidiary Company during business hours at the
respective registered offices of company and subsidiary Company. Copies
of the audited accounts of the Companys subsidiary can be sought by
any member by making a written request addressed to the Company
Secretary & Head - Corporate Affairs of the Company at the registered
office of the Company.
Consolidated Financial Statements
In accordance with Accounting Standard 21 on Consolidated Financial
Statement and the Listing Agreement entered into with the Stock
Exchanges, the audited Consolidated Financial Statement for the
financial year ended 31st March, 2011 are provided in this Annual
Report.
Cash flow statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash flow statement for the year ended
31st March, 2011 is annexed hereto.
Directors
In terms of section 255 and 256 of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Ranjan Kapur,
Non-executive and Independent Director, retires by rotation and being
eligible offers himself for re-appointment at the ensuing annual
general meeting of the Company. A brief resume of Mr. Ranjan Kapur as
required under Clause 49 of the Listing Agreement, is provided in the
notice convening the Annual General Meeting of the Company.
During the financial year Mr. Gulu L. Mirchandani, Chairman & Managing
Director was re-appointed as Chairman & Managing Director for a further
period of three years with effect from 1st December, 2010.
Directors Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
a) In the preparation of the annual accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed and
no material departures have been made from the same;
b) They have selected such accounting polices 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 of the
Company for the year under review;
c) They 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;
d) They have prepared the annual accounts on a going concern basis.
Corporate Governance
Your Company believes in adopting effective Corporate Governance
practices. Clause 49 of the Listing Agreement deals with the Corporate
Governance requirements which every listed company is required to
comply with. The Company has accordingly taken effective steps to
comply with the requirements of the Clause 49 of the Listing Agreement
with the Stock Exchanges.
A separate section on the Corporate Governance forming part of the
Directors Report and the certificate from the Companys Auditors M/s.
N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance
with the conditions of Corporate Governance as stipulated under the
Clause 49 of the Listing Agreement, is annexed to this report for your
perusal.
The Chief Executive Officers declaration regarding compliance of Code
of Business Conduct and Ethics for Board members and senior management
personnel forms part of the Report on Corporate Governance.
Green Initiative in the Corporate Governance
In view of Green Initiative in Corporate Governance introduced by
Ministry of Corporate Affairs vide its Circular No. 17/2011 dated
21.04.2011, all members who are holding shares of the company in
physical mode, are requested to register their e-mail ID with the
Company so as to enable the company to send all notices/ reports/
documents/ intimations and other correspondences etc. through e-mails,
in the electronic mode instead of receiving physical copies the same. A
specimen of request form for registering e-mail IDs to be filled and
submitted by the members to the Registrar & Transfer Agent or the
Company is annexed separately alongwith the notice of the AGM.
Members holding shares in demat mode, who have not registered their
e-mail IDs with DPs, are requested to register/ update their e-mail Ids
with their DPs.
Management Discussion and Analysis
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under Clause 49 of the Listing
Agreement, is presented in a separate section forming part of Annual
Report under the head Management Discussion and Analysis.
Group
Pursuant to intimations received from Promoters, the names of the
Promoters and entities comprising group as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 is
disclosed separately in the Annual Report for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulation 1997, as
amended.
Fixed deposits
The Company has neither invited nor accepted any public deposit within
the meaning of Section 58A of the Companies Act, 1956 and rules made
thereunder, during the year under review.
Electronic filing
The Company is also periodically uploading Annual Reports, Financial
Results, Shareholding Patterns, Corporate Governance Reports etc. on
its website viz. www.onida.com within the prescribed time limit.
Listing fees
The equity shares of the Company are listed on the The Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above Stock
Exchanges up to date. The Companys equity shares are also traded in
the dematerialised segment for all investors compulsorily and the
Company has entered into agreements with The Central Depository
Services (India) Limited and The National Securities Depository Limited
for trading in electronic form.
Clause 5A of the Listing Agreement
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DILV10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares, the Company has sent
reminder letters to shareholders whose share certificates are still
lying with the Company as undelivered/ unclaimed. Members who are yet
to claim share certificates in physical mode [other than demat mode]
are requested to claim their share certificates from the R&T Agent of
the company viz. Link Intime India Pvt. Ltd.
We would also like to inform that in case the Company is not able to
receive any response to the said letter the shares lying with the
company as undelivered/ unexchanged shall be transferred to "Unclaimed
Suspense Account" and thereafter dematerialised to a specific Demat
Account to be opened by the Company for this specific purpose as
stipulated in the above circular of SEBI.
Transfer of Unpaid and Unclaimed Dividend to IEPF
Pursuant to Section 205A(5) of the Companies Act, 1956, the dividend
declared for the financial year 2002-03 which remained unpaid or
unclaimed for a period of 7 years have been transferred by the Company
to Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to section 205C of the said Act.
For the purpose of benefiting our shareholders who have not claimed
dividend for the financial year 2003-04, which is due for transfer to
IEPF on or after 12th September, 2011, we shall be sending separate
letters requesting them once again to claim their unclaimed dividend
amount of the said financial year. Such shareholders are requested to
write to the company for claiming their unpaid/ unclaimed dividend.
Auditors
M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors
of the company, holds office upto the conclusion of the forthcoming
Annual General Meeting and have given their consent for re-appointment
as statutory auditors of the company. It is proposed to re-appoint them
as auditors for the financial year 2011-12 and fix their remuneration.
The Company has received a written confirmation from M/s. N. M. Raiji &
Co. to the effect that their appointment, if made, would be in
conformity with the limits prescribed in Section 224 (1B) of the
Companies Act, 1956. The report of the auditors on audited accounts for
the financial year 2010-11, is self-explanatory and does not require
any further explanation.
The Auditors have further confirmed that they are being subject to Peer
Review as per SEBI requirement.
Audit Committee
In accordance with Clause 49 of the Listing Agreement read with Section
292A of the Companies Act, 1956, the Company has constituted an Audit
Committee, which consists of three Independent and Non-executive
Directors of the company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan
Kapurand Mr. Manoj Maheshwari. The Audit Committee functions in terms
of the role and powers delegated by the Board of Directors keeping in
view the provisions of Clause 49 of the Listing Agreement and Section
292A of the Companies Act, 1956.
Employee relations and particulars of Employees
Relations between employees and the management continued to be cordial
during the year. In terms of provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, the particulars of employees are set out in
Annexure to this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding
the aforesaid information is being sent to all members of the Company
and others entitled thereto. Any member interested in obtaining such
particulars may write to the Company Secretary & Head - Corporate
Affairs at Registered Office of the Company.
Research and Development
Mirc recognises that a vigorously intelligent research initiative
enables not only cost reduction through effective process improvement
but also value-addition through sustained innovative and customised
products in line with customer requirements.
We are proud to have a team of dedicated engineers at the Onida
Research and Development Centres in Mumbai, Delhi and Shenzhen (China),
who facilitate in making state-of-the- art technology products,
satisfying customer expectations.
This team conducts research in the areas of:
- Embedded Software
- Industrial Design
- Mechanical Engineering
- Electrical Engineering
Conservation of energy, research and development, technological
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) read with Rule 2
of the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in the Annexure forming part of
this report.
Acknowledgement
Your Directors take this opportunity to thank our customers, vendors,
investors and bankers for their continued support during the year and
we place on record our appreciation to the contribution made by our
employees at all levels and you shareholders.
We also thank the Government of India particularly the Income Tax
Department, the Customs and Excise Departments, Ministry of Commerce,
Ministry of Finance, Ministry of Corporate Affairs, the Reserve Bank of
India, the State Governments and other government agencies for their
support and look forward for their continued support in the future.
On behalf of the Board of Directors
Sd/-
Gulu L. Mirchandani
Chairman and Managing Director
Date : 5th May 2011
Place: Mumbai
Mar 31, 2010
We are delighted to present the 29th Annual Report on our business and
operations together with the audited accounts of the Company for the
financial year ended 31st March, 2010. The financial highlights for the
year under review are as under:
Results of Operations
(Rs. in crores)
Particulars 2009-10 2008-09
Turnover 1568.35 1517.72
Profit before tax 22.65 10.15
Provision for taxation 4.28 1.20
Profit after tax 18.37 8.95
Profit available for
appropriation 173.29 163.25
Final dividend on equity shares -
13.46 5.68
(proposed)
Dividend on preference shares 0.51 0.67
Tax on dividend 2.37 1.08
Transfer to General Reserve 1.84 0.90
Transfer to Capital Redemption 18.91 -
Reserve
Surplus carried to balance sheet 136.21 154.92
Performance
During the year under review the turnover of the Company increased from
Rs.1517.72 crores to Rs.1568.35 crores. The Profit before tax increased
from Rs. 10.15 crores to Rs.22.65 crores registering an increase of
123% and the Profit after tax increased from Rs.8.95 crores to Rs.18.77
crores registering an increase of 105%. Your Directors are confident of
improving the performance in the ensuing year.
Redemption of Preference Shares
Pursuant to the scheme of amalgamation of Guviso Holdings Private
Limited (Transferor Company) with Mirc Electronics Limited (Transferee
Company), as sanctioned by the HonÃble High Court of Bombay, Company
had allotted 1891512, 5% Cumulative Redeemable Preference Shares of Rs.
100/- each to the shareholders of Transferor Company, which were liable
to be redeemed on or after 15th October, 2009. Consequently the same
were redeemed on 15th October, 2009. The effect of redemption of
preference shares has been given in the annual accounts of the Company
for this financial year.
Dividend
Your Directors are pleased to recommend payment of dividend on equity
share for the financial year ended 31st March, 2010 at Re. 0.95 paise
per equity share on the face value of Re. 1/- per share subject to the
approval of members of the Company in the ensuing Annual General
Meeting.
In respect of 5% Cumulative Redeemable Preference Share, the Board had
recommended dividend of Rs. 2.70 per preference share of Rs. 100/-
each, for the period from 1st April, 2009 to 14th October, 2009 (i.e.
upto the date of redemption). Your ratification is required on the
above payment of dividend to the preference shareholders.
Transfer to reserves
Your Directors have proposed to transfer Rs. 183.71 lacs (previous year
Rs. 89.54 lacs) to the general reserves out of the profits of Company
for the year 2009-10.
Subsidiary Company
The audited statement of accounts of CompanyÃs subsidiary viz. Akasaka
Electronics Limited together with the Report of Directors and Auditors
as required under Section 212 of the Companies Act, 1956, are attached
to this report.
Consolidated Financial Statements
In accordance with Accounting Standard 21 on Consolidated Financial
Statements read with Accounting Standard 23 on Accounting for
Investments in Associates, and the Listing Agreement entered into with
the Stock Exchanges, the audited Consolidated Financial Statement for
the financial year ended 31st March, 2010 are provided in this Annual
Report.
Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash flow statement for the year ended
31st March, 2010 is annexed hereto.
Directors
In terms of provisions of Section 255 and 256 of the Companies Act,
1956, read with the Articles of Association of the Company, Mr. Vimal
Bhandari, Non-Executive and Independent Director, retires by rotation
and being eligible offers himself for re-appointment at the ensuing
annual general meeting of the Company. A brief resume of Mr. Vimal
Bhandari as required under Clause 49 of the Listing Agreement, is
provided in the notice convening the Annual General Meeting of the
Company.
The tenure of Mr. Gulu L. Mirchandani, Chairman & Managing Director
will be expiring on 30th November, 2010. In view of his excellent
performance, your Directors propose re-appointment of Mr. Gulu L.
Mirchandani as Chairman & Managing Director of the Company for a
further period of 3 years with effect from 1st December, 2010 to 30th
November, 2013 on the existing terms and conditions subject to the
approval of Central Government.
Directorsà Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
a) In the preparation of the annual accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed and
no material departures have been made from the same;
b) They have selected such accounting polices 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 of the
Company for the year under review;
c) They 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;
d) They have prepared the annual accounts on a going concern basis.
Corporate Governance
Your Company believes in adopting effective Corporate Governance
practices. Clause 49 of the Listing Agreement deals with the Corporate
Governance Requirements which every listed company is required to
comply with. The Company has accordingly taken effective steps to
comply with the requirements of the Clause 49 of the Listing Agreement
with the Stock Exchanges.
A separate section on the Corporate Governance forming part of the
Directorsà Report and the certificate from the CompanyÃs Auditors M/s.
N. M. Raiji & Co., Chartered Accountants, Mumbai confirming compliance
with the conditions of Corporate Governance as stipulated under the
clause 49 of the Listing Agreement, is annexed to this report for your
persual.
The Chief Executive OfficerÃs declaration regarding compliance of Code
of Business Conduct and Ethics for Board members and senior management
personnel forms part of the Report on Corporate Governance.
Management Discussion and Analysis
A detailed review of operations, performance and future outlook of the
Company and its business, as stipulated under Clause 49 of the Listing
Agreement is presented in a separate section forming part of Annual
Report under the head ÃManagement Discussion and AnalysisÃ.
Group
Pursuant to intimations received from Promoters, the names of the
Promoters and entities comprising Ãgroupà as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 is
disclosed separately in the Annual Report for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulation 1997, as
amended.
Fixed deposits
The Company has neither invited nor accepted any public deposit within
the meaning of Section 58A of the Companies Act, 1956 and rules made
thereunder, during the year under review.
Electronic filing
In terms of SEBI notifications and Listing Agreement, the Company had
been complying with the provisions of Clause 51 of the Listing
Agreement pertaining to the Electronic Data Information Filing and
Retrieval System [EDIFAR]. The Company is also uploading the same
information on its website viz. www.onida.com within the prescribed
time limit.
However in view of deletion of Clause 51 of the Listing Agreement vide
SEBI circular No. CIR/CFD/DCR/3/2010 dated 16.04.2010, Company shall be
uploading the relevant information as per Clause 52 of the Listing
agreement under Corporate Filing and Dissemination System (CFDS) going
forward. The said information can also be accessed on the companyÃs
website viz. www.onida.com.
Listing fees
The equity shares of the Company are listed on the The Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above Stock
Exchanges up to date. The CompanyÃs equity shares are also traded in
the dematerialized segment for all investors compulsorily and the
Company has entered into agreements with The Central Depository
Services (India) Limited and The National Securities Depository Limited
for trading in electronic form.
Transfer of Unpaid and Unclaimed Dividend to IEPF
Pursuant to provisions of Section 205A(5) of the Companies Act, 1956,
the declared dividend which remained unpaid or unclaimed for a period
of 7 years [viz. dividend declared for the F.Y. 2001-02] have been
transferred by the Company to
Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act.
For the purpose of benefiting our shareholders who have not claimed the
dividend for the financial year 2002-03, which is due for transfer to
IEPF on or after 25th September, 2010, we shall be posting separate
letters requesting them once again to claim their unclaimed dividend
amount of the said financial year. Such shareholders are requested to
write to the Company Secretary for claiming their unpaid/ unclaimed
dividend.
Auditors
M/s. N. M. Raiji & Co., Chartered Accountants, the Statutory Auditors
of the Company, holds office upto the conclusion of the forthcoming
Annual General Meeting and have given their consent for re-appointment
as statutory auditors of the Company. It is proposed to re-appoint them
as auditors for the financial year 2010-11 and fix their remuneration.
The Company has received a written confirmation from M/s. N. M. Raiji &
Co. to the effect that their appointment, if made, would be in
conformity with the limits prescribed in Section 224 (1B) of the
Companies Act, 1956. The report of the auditors on audited accounts for
the financial year 2009-10, is self-explanatory and does not require
any further explanation.
The Auditors have further confirmed that they are being subject to Peer
Review as per ICAI requirement.
Audit Committee
In accordance with Clause 49 of the Listing Agreement read with Section
292A of the Companies Act, 1956, the Company has constituted an Audit
Committee, which consists of three Independent and Non-Executive
Directors of the Company viz. Mr. Vimal Bhandari, Chairman, Mr. Ranjan
Kapur and Mr. Manoj Maheshwari. The Audit Committee functions in terms
of the role and powers delegated by the Board of Directors keeping in
view the provisions of Clause 49 of the Listing Agreement and Section
292A of the Companies Act, 1956.
Employee relations and particulars of Employees
Relations between employees and the management continued to be cordial
during the year except for a brief period when the management had to
declare a lockout in one of its plants due to an illegal strike
commenced by workmen of the said plant. In terms of provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, the particulars of employees
are set out in Annexure to this Report. However, as per the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid information is being sent to all members of the
Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company Secretary at
Registered Office of the Company.
Research and Development
Mirc recognises that a vigorously intelligent research initiative
enables in not only cost reduction through effective process
improvement but also value-addition through sustained ability to put
innovative and customised products in line with customer requirements.
We are proud to have a team of dedicated engineers at the Onida
Research and Development Centres in Mumbai and Delhi, who facilitate in
making state-of-the-art technology products, satisfying customer
expectations.
This team conducts research in the areas of:
à Embedded Software
à Industrial Design
à Mechanical Engineering
à Electrical Engineering
à Model Shop etc.
Conservation of Energy, research and development, technological
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1) (e) read with Rule 2
of the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in the Annexure forming part of
this report.
Acknowledgement
We thank our customers, vendors, investors and bankers for their
continued support during the year and we place on record our
appreciation to the contribution made by our employees at all levels.
We thank the Government of various countries, where we have operations.
We also thank the Government of India particularly the Income Tax
Department, the Customs and Excise Departments, Ministry of Commerce,
Ministry of Finance, the Reserve Bank of India, the State Governments
and other government agencies for their support and look forward for
their continued support in the future.
On behalf of the Board of Directors
Date: 3rd May 2010 G. L. Mirchandani
Place: Mumbai Chairman and Managing Director