Mar 31, 2015
Drar Members,
The Directors hereby present their Twenty Ninth Annual Report on the
business and operations of the Company and the audited financial
statements for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs in Lacs)
Particulars Financial Year Financial Year
2014-15 2013-14
Revenue from operations (Gross) Nil Nil
Less : Excise Duty Nil Nil
Revenue from operations (Net) Nil Nil
Other Income 317.19 157.64
Profit/ (-) Loss before Interest,
Depreciation and Tax Nil Nil
Intcrcst 1052.87 3694.09
Depreciation 1043.93 1044.07
profit/(Loss) after Tax (3336.67) (7153.91)
Provision for Tax Nil Nil
Deferred Tax Assets Nil Nil
Profit for the year (3336.67) (7153.91)
Balance of Profit/(Loss) brought
forward from Previous Year (79,801.80) (72,647.89)
Appropriations
Transfer to General Reserve (3336.67) (7153.91)
Balance Profit/(-) Loss carried
forward to Balance Sheet (83,138.47) (79,801.80)
The Company does not propose to transfer any amount to the
General Reserves.
DIVIDEND
In the absence of profits during the current year, your Directors are
unable to recommend any dividend for the financial year ended 2014-15.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs.
11,628.84 lacs. During the year under review, the Company has not
issued any shares. The Company has not issued shares with differential
voting rights. It has neither issued employee stock options nor sweat
equity shares and does not have any scheme to fund its employees to
purchase the shares of the Company.
During the earlier years 2010 -11 and 2011-12 Company had received
application money from its promoter company in terms of the CDR scheme
approved by CDR Empowered Group. However, the requisite convertible
warrants have not been yet issued by the Company, in view of pending
approval of the respective Stock Exchanges.
Details of Directors' Shareholding have been given elsewhere in the
Directors' Report.
COMPANY PERFORMANCE
Due to declining Global market, excess capacity and ever increasing
prices of raw materials, the sales & profits of the Company plummeted
on a regular basis and at the end of financial year 2011-12, the entire
net worth stand eroded.
i) The market and demand for color picture tubes in India remained
subdued throughout the year. The efforts of the Management to revive
the manufacturing activities did not yield any result, thus all the
production lines of the Company remain closed during the financial year
under review.
ii) The net loss during the year under review was Rs. 3336.67 lacs as
compared to Rs. 7153.91 lacs of the previous financial year.
iii) Due to continuous decline in Global market of CRT based Picture
tubes has resulted into fall in its sale price. This has lead to losses
incurred by company on year to year basis, by tire end of Financial
year ending 31st March, 2012, entire net worth of the company was
eroded,
FUTURE OUTLOOK
Even though, the world major economy(ies) are in recession trend
however, the Indian Economy is consistently registering growth of more
than 5% over the last couple of years. It is expected that the steady
economic growth will continue to provide consumers with higher
disposable income, which would result in surge in the demand for
consumer appliances. The ever growing Indian Middle Class is a major
contributor to the growth of Indian economy. They are instrumental in
driving the demand for various consumer electronic devices including
televisions.
In addition to the Indian Middle Class, a majority of Indian population
lives in villages and small towns, where the standard of living and
disposable income is lower than that of the population living in Metros
and Tier I & H Cities. The level of penetration of electronic
industries in villages and small towns are quite low (well below world
average) due to various factors including level of disposalable income
and availability of electricity. Over a period of time with the efforts
of the Government the issue of availability of electricity and other
infrastructure have greatly improved along side the quantum of income.
This will provide opportunities for companies to expand their reach.
The volume in Indian consumer durable segment includes large chunk of
color televisions (traditional CRT based Televisions) and panel based
televisions.
The Indian television market is highly under penetrated compared to
other Counties and world average. As per the data of Economic
Intelligence Unit, 2013 the penetration of color television is only in
179 per 1000 population.
Demand for CRT based televisions is still there amongst populations
living in villages and small towns and the same will continue to be
there for some more years. However, due to unfriendly business scenario
all the manufacturers in the organized sector into manufacturing color
picture tube based televisions have either discontinued or scaled down
the manufacturing over the last 2/3 years. This has resulted in
shutting off of manufacturing process of color picture tubes as well, a
vital component in the manufacturing of CRTs.
Most of the color televisions being manufactured in India at current
juncture are primarily by unorganized sector and they depend heavily on
imported equipments and parts coming from China, Thailand etc or
equipments & parts retrieved from old televisions sets.
The market for CRT Color TV in India was in the range of 13/15 million
units till 3/4 years back. At present, only in India, the population of
total CRT TV sets would be in the range of 100 millions in numbers.
Typically, the life of a CRT Color TV is approximately 8000 hours,
which can safely be translated in to a life of 7/8 years.
The market scenario drastically changed with the advent of new
technologies and LCD TVs made a inroad into the households in India,
However, despite growing demand of LCD based televisions, CRT based
televisions are still being in demand in India and they are continued
to be bought & sold. With the absence of organized players, the
manufacturing, refurbishing of CRT based Color TV has become a cottage
industry, with unorganized players in the market with very small
exposures and limited resources. Primarily, these players are dealing
with old TV sets, wherein the old TV sets are being purchased, the
picture tubes get reconditioned/refurbished and few parts being
replaced. This process makes the old TV set as good as new with a life
of approximately 7/8 years again. At present, the TV market for
refurbishing of old TVs appears to be about 2.5 million (in numbers)
per annum, primarily of 14" picture tubes. In the absence of organized
player, the market is yet to be fully explored/ exploited.
The Company intends to enter into this market and fill up the vacuum
created due to the absence of organized player(s) subject approval of
Statutory Authorities and all Stakeholders.
STATUS OF SICKNESS UNDER BIFR
As reported in earlier year, on account of continuous losses, the
net-worth of the company was fully eroded at the end of the financial
year 31st March, 2012. Accordingly, Company made a reference to the
Board for Industrial and Financial Reconstruction (BIFR) as required
under the provisions of section 15(1) of Sick Industrial
Companies(Special Provisions) Act, 1985 (SICA).
Hon'ble BIFR vide its Order dated 03.12.2014 has declared the Company
as a Sick Industrial Company u/s 3 (l)(o) of SICA and has also
appointed ICICI Bank Limited as Operating Agency.
The process for revival / rehabilitation of the company is underway in
line with prescribed procedure and rules under SICA. The Draft
Rehabilitation Scheme is under preparation and the same will be
submitted to the Operating Agency and BIFR shortly.
SUBSIDIARY COMPANIES
The Company has two subsidiary companies viz. Paramount Capfin Lease
Private Limited and Bluebell Tradelink Private Limited
The annual accounts of the subsidiaries and related detailed
information will be kept at the Registered - Office of the Company, as
also at the registered offices of the respective subsidiary companies
and will be available for inspection.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with Accounting Standard (AS 21)
read with Accounting Standard (AS-23) on accounting for investment in
associates issued by the Institute of Chartered Accountants of India
are attached whch form part of the Annual Report.
During the year under review, no Company has become or ceased to be a
subsidiary of the Company. A statement containing the salient features
of the financial position of the subsidiary companies in Form AOC. 1 is
attached to accounts as per Annexure A.
PERFORMANCE OF SUBSIDIARIES
Paramount Canfin Lease Private Limited
The Company ended the current financial year with revenue of Rs. 0.02
lacs previous year Nil and total expenditure of Rs. 0.36 lacs (previous
year Rs. 0.32 lacs). The Company ended the current year with net loss
of Rs. 0.35 lacs (previous year loss of Rs. 16.58 lacs).
Bluebell Tradelink Private Limited
The Company has not yet commenced its operations and thus has not
generated any revenue. During the year under review, the Company
incurred overheads of Rs. 1,51 lacs as compared to Rs. 1.43 lacs in the
previous year.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The Company neither has made any investments nor has given any loans or
guarantees or provided any security during the year under review.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the financial
period under review.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis, in the ordinary course of
business and were in compliance with the applicable provisions of the
Companies Act, 2013.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. It establishes various levels of accountability and overview
within the Company, while vesting responsibility for each significant
risk.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
Commensurate with the size and nature of its business, your company has
proper system & internal control which ensure acceptable utilization of
resources and reliable financial reporting and ensuring compliances
with applicable laws and regulations and safeguarding of assets from
unauthorized use.
DIRECTORS Appointment of Directors
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 Mr. Satish K Kaura, Director is liable to retire by rotation
at the 29,h Annual General Meeting of the Company and being eligible,
offer himself for re-appointment.
In terms of Section 149 and 161 of the Companies Act, 2013 and Articles
of Association of the Company the Board of Directors in their meeting
held on 30th March, 2015 have appointed Mrs. Alka Kaura as an
additional Director. Mrs. Alka Kaura has been appointed as an woman
Director in terms of the provisions of Section 149(1) of the Companies
Act, 2013. She holds the office upto die date of ensuing Annual General
Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company
has received a notice in writing from a member of the Company proposing
his candidature for the office of Independent Director. Your Directors
recommend her appointment for your approval.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 29th Annual General Meeting and forms
part of this Report.
Governance Guidelines
The Company has adopted Governance Guidelines on Board Effectiveness.
The Governance Guidelines cover aspects related to composition and role
of the Board, Chairman and Directors, Board diversity, definition of
independence, Director term, retirement age and Committees of the
Board. It also covers aspects relating to nomination, appointment,
induction and development of Directors, Director remuneration,
Subsidiary oversight, Code of Conduct, Board Effectiveness Review and
Mandates of Board Committees.
Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee is responsible for developing
competency requirements for the Board based on the industry and
strategy of the Company. Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.
Criteria for Determining Qualifications. Positive Attributes and
Independence of a Director:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the Act and
Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be
considered as an 'Independent Director' if he/ she meets with the
criteria for 'Independent Director' as laid down in the Act and Clause
49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
age and gender. It is also ensured that the Board has an appropriate
blend of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration Committee
considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill-domain mix of the
Board.
Positive Attributes: hr addition to the duties as prescribed under the
Act, the Directors on the Board of the Company are also expected to
demonstrate high standards of ethical behavior, strong interpersonal
and communication skills and soundness of judgment. Independent
Directors are also expected to abide by the 'Code for Independent
Directors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its
Committees and of Directors:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of
the working of its Committees.
The Board's functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/ support to the management
outside Board/ Committee Meetings. In addition, the Chairman was also
evaluated on key aspects of his role, including setting the strategic
agenda of the Board, encouraging active engagement by all Board members
and motivating and providing guidance to the Managing Director & CEO.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors.
REMUNERATION POLICY
The Manager / Executive Directors are paid remuneration approval by
Board of Directors on the recommendation of remuneration committee. The
remuneration so approved is subject to approval by shareholders and
such authorities as the case may be. At present the Directors / Kay Man
Persons do not draw any remuneration.
BOARD AND COMMITTEE MEETINGS
During the year under review the Directors of the Company met 4 times.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability,
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give 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 that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively,
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the parameter as prescribed under the
Companies Act, 2013 and relevant Rules thereof.
POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adequate mechanism to address and act upon complaints, if any.
During the year under review the Company neither have any woman
employee nor has received any complaint of sexual harassment,
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the
Company and its future operations.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adequate systems, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code
of Conduct or ethics policy.
AUDITORS & AUDIT REPORT
The Auditors of the Company M/s. S.S.Kothari Mehta & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 139 & 141 of the Companies Act, 2013. The Board of directors
recommends their appointment, as Statutory Auditors for the next from
the conclusion of the ensuing 29th Annual General Meeting upto the
conclusion of 31st Annual General Meeting of the company for your
approval.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors' are as under :
(a) The Company is taking necessary steps to streamline the
restructured operations of some of the manufacturing facilities. Thus,
the Company feels that it can operate as "Going Concern" in foreseeable
future.
(b) The Company will obtain the balance confirmation and reconciliation
thereof from creditors / debtors in due course.
(c) During the year, the fixed assets of the Company were not verified
by the management. However, the management does not expect any major
discrepancy.
(d) Due to suspension of operations in all the locations the physical
verification of inventory could not be done on March 31, 2015, However,
the management is of the view that there are not any major
discrepancies in inventory,
(e) The Company has not booked the statutory liabilities on the
provision for expenses made during the year as the quantum of exact
statutory liability can not be ascertained in the present scenario.
(f) The statutory payments will be cleared on availability of the funds
with the company.
(g) With regard to provisions of clause 35 of listing agreement
(submission of shareholding pattern) and requirements of SEBI circular
no. D & CC/ FITTC/CIR-16/2002 dated 31.12.2002 regarding Reconciliation
of Share Capital Audit Report, for the quarter ended 31st December
2013. The same has been complied with, the company has already filed
the same reports with the stock exchanges. The company has also given
representation to the stock exchange with regard to cause of delay and
waiver of penalty
(h) The company has been declared as a Sick Industrial undertaking by
BIFR, Further there is no significant business activities justifying
appointment of CFO, however the company has been scouting the market
for an qualified chartered accountant to be appointed as CFO of the
company. Company expects to comply with the provisions of Companies
Act, 2013 expeditiously.
(i) In the view of the management the share application money of Rs. 30
crs. not refundable and doesn't fall in the category of deposit in
pursuant to section 73 to 76 of the Companies Act 2013 read with
Companies (Acceptance of Deposits) Rules 2014 and relevant amendment
Rules 2014. The warrants/shares have not been allotted to the
applicant due to absence of requisite approval of the stock exchanges
for which application had submitted.
(j) The performance of the Company in the last few quarters has been
impacted due to liquidity constraints resulting from lower sales volume
in the domestic and international market. During the earlier years,
operations at all the locations have been suspended due to severe
financial constraints. In view of the present scenario of Color Picture
Tube business, the management is of the view that the existing demand
of CPT can be serviced by operating some of the manufacturing
facilities of the Company after approval of rehabilitation / revival
scheme of BIFR. Accordingly the Company's financial statements have
been prepared on a going concern basis whereby realization of assets &
discharge of liabilities are expected to occur in the normal course of
business.
(k) The company has provided for diminution in value of long term
investments on the basis of applicable accounting standards. In respect
of investment in Samtel Glass Ltd. (SGL) the management has the opinion
that the realisation value of immovable properties of SGL will be much
higher than the admitted liabilities. Thus the long tenn value of the
equity shares of SGL are expected to be higher and diminution of value
at this stage is not called for.
(l) Consequent to the declaration of NPA by the Lenders banks all the
bank accounts have been declared non operative. Hence thereafter there
have been no transactions in the said bank accounts.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed Mrs. Alka Juneja,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company for the year ended 31st March, 2015. The Secretarial Audit
Report is annexed as Annexure B.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors' are as under :
1. The company has been declared as a Sick Industrial undertaking by
BIFR, Further there is no significant business activities justifying
appointment of CFO, however the company has been scouting the market
for an qualified chartered accountant to be appointed as CFO of the
company. Company expects to comply with the provisions of Companies
Act, 2013 expeditiously.
2. The company has a Vigil mechanism policy however the same will be
adopted by the Board in terms of the provisions of Companies Act, 2013,
3. The company is a Sick Industrial undertaking thus no payments can be
made without the permission of Board for Industrial and Financial
Reconstructions (BIFR).
4. E-voting facilities are being made available to the members of the
company.
5. All compliances towards listing agreement barring payment of listing
fee has been made.
6. The web site of the company will be available shortly
DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT
All Directors and Senior Management Executives of the Company have
affirmed compliance with the Code of Conduct for Board Members and
Senior Management executives for the period April 1,2013 to March 31,
2015.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith necessary
Certificates and Report on Management Discussion & Analysis are
enclosed as part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report and the Report on
Corporate Governance, as required under Clause 49 of the Listing
Agreement, forms part of the Annual Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per the
provisions of Section 164 of the Companies Act, 2013. All the Directors
have made necessary disclosures as required under various provisions of
the Companies Act and Clause 49 of the Listing Agreement
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3)
(m) of the Act read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed as Annexure C.
PARTICULARS OF EMPLOYEES AND REMUNERATION
None of the employees of the Company is in receipt of remuneration
equal to or in excess of the limits prescribed under Section 197 (12)
of the Companies Act, 2013 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) Rules, 2014, the extract of Annual
Return in form MGT.9 is annexed as Annexure D.
ACKNOWLEDGEMENT
Your Directors wish to thank all the employees of tire Company for
their dedicated service during the year. They would also like to place
on record their appreciation for the continued co-operation and support
received by the Company during the year from banker, business partners
and other stakeholders.
On behalf of the Board of Directors
Sd/-
Satish K Kaura
Chairman & Managing Director
New Delhi
May 30th 2015
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting this 28th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March 2014.
Financial Results
The key financial highlights of the Company for the year ended 31s<
March 2014 are as under: -
(Rs in Crores)
Particulars Year ended Year ended
31-03-2014 31-03-2013
Revenue from Operations 00 75.15
Other Income 1.58 36.59
Interest (Net) 36.94 58.59
Profit/(Loss) before Depreciation & Taxation (81.98) (241.98)
Depreciation/Misc. Expenses written off 10.44 70.25
Exceptional Items/Extraordinary Expenses/
provisions:
- Impairment Loss against certain Plant and 00 283.87
Machinery
Tax 00 00
Net Profit (Loss) for the year (71.54) (455.60)
Transfer from General Reserve 00 00
Profit/(Loss) carried forward to Balance Sheet : (798.02) (726.48)
Operations
The market and demand for color picture tubes in India remained subdued
through out the year. The efforts of the Management to revive the
manufacturing activities did not yield any result, thus all the
production lines of the Company remain closed during the financial year
under review.
Despite the constraints and difficulties the Company believes that
there is still scope for color picture tube based televisions primarily
in South East Asia and Latin American countries. The manufacturing
activities of the Company can be revived albeit on a lower scale
provided requisite working capital is infused to the system. The
Management is working on various options to help the Company turnaround
by resuming its manufacturing activities.
The total revenue generated by the Company during the year under review
was Rs. 1.58 crores as compared to Rs. 103.27 crores in last financial
year.
Erosion Of Net-Worth- Reference to BIFR
As reported in the iast Directors'' Report on account of losses incurred
during the year 2011-12 and carry forward losses of past years, the
net-worth of the company had got eroded at the end of the Financial
Year - March, 2012. Accordingly, the Company made a reference to the
Board for Industrial and Financial Reconstruction (BIFR) as required
under the provisions of Sick Industrial Companies(Special Provisions)
Act for determination whether the company is a sick industrial company
or not. The.Company at present is registered with BIFR.
In case an order declaring the company as Sick Industrial Company is
passed, BIFR will appoint an operating agency to examine and recommend
the measures for the revival of the company. The Management of the
company will take all possible steps for the revival of the company
under the aegis of BIFR.
Outlook
At present despite the advent of panel based televisions and their
growing demand, there is demand for color picture tube based television
in India and other South East Asian Countries.
Most of the manufactures of color picture tubes across the Globe have
closed down their operations impacting the availability of cheap color
picture tubes. Further, the non parity of US Dollar and Indian Rupee is
making the import more expensive.
The Management believes with infusion of adequate working capital
the Company can revive its operations to the ultimate benefit of all
stake holders.
Your Company''s strategy and operations are discussed in detail in the
section titled "Management Discussion & Analysis". .
Dividend
In view of loss the Directors do not recommend any dividend on the
Preference and Equity Shares of the Company for the financial year
ended 31st March 2014.
Directors
In terms of Section 161 of the Companies Act, 2013 and Articles of
Association of the Company the Board of Directors in their meeting held
on August 14, 2014 have appointed Mr. Uday Sethi as an additional
Director. Mr. Sethi has been appointed as an Independent Director in
terms of the provisions of Section 149(4) of the Companies Act, 2013
for a term of 5 years subject to the approval of Members of the
Company. He holds the office upto the date of ensuing Annual General
Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company
has received a notice in writing from a member of the Company proposing
his candidature for the office of Independent Director.. Your Directors
recommend his appointment for your approval.
During the year under review Mr. Ajit Singh resigned from the Board of
the Company due to personal reasons and other pre-occupations.
Your Directors welcome Mr. Uday Sethi and place on record their sincere
appreciation and gratitude for the services rendered by Mr. Ajit Singh
during his tenure on the Board of the Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Article 85 of the Articles of Association of the
Company, Mr. Satish K Kaura, Director of the Company retire by rotation
and being eligible offer himself for re-appointment.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 28th Annual General Meeting and forms
part of this Report.
Directors'' Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, we state as follows:
i. that in the preparation of the annual accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed and that there has been no material departures.
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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.
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. that the Directors have prepared the annual accounts on a going
concern basis.
Fixed Deposits
During the year under review, the Company has neither invited nor
accepted any deposits. There are no unclaimed or unpaid deposits lying
with the Company.
Auditors & Audit
The Auditors of the Company M/s. S.S.Kothari, Mehta & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 139 & 141 of the Companies Act, 2013. The Board of directors
recommends their appointment, as Statutory Auditors for the next
financial year for your approval. .
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors'' are as under:
(a) The Company is taking necessary steps to streamline the
restructured operations of some of the manufacturing facilities. Thus,
the Company feels that it can operate as "Going Concern" in
foreseeable future.
(b) The Company has impaired the plant & machinery and its related
stores & spares of some of its manufacturing facilities and provided
for diminution in value of long term investments on the basis of
applicable accounting standard.
(c) The Company will obtain balance confirmation and reconciliation
thereof from creditors/debtors in due course.
(d) During the year, the fixed assets of the Company were not verified
by the Management. However, the Management does not expect any major
discrepancy,
(e) Due to suspension of operations in all the locations the physical
verification of inventory could not be done on March 31, 2014. However,
the management is of the view that there are not any major
discrepancies in inventory.
(f) The Company has not booked the statutory liabilities on the
provisions for expenses
made during the year as the quantum of exact statutory liability can
not be ascertained in the present scenario. .
Subsidiary Companies
Pursuant to Section 212 of the Companies Act, 1956, the required
information in respect of subsidiary companies, i.e. Paramount Capfin
Lease Private Limited and Blue Bell Trade Links Private Limited are
annexed to the Annual Report.
Consolidated Financial Results
In accordance with the Accounting Standard - 21 - Consolidated
Financial Statements read with Accounting Standard - 23 - Accounting
for Investments in Associates issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which forms part of the Annual
Report & Accounts.
Declaration under Clause 49 of the Listing Agreement
All Directors and Senior Management Executives of the Company have
affirmed compliance with the Code of Conduct for Board Members and
Senior Management executives for the period April 1, 2013 to March 31,
2014.
Corporate Governance
Your Company has taken adequate sfeps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith necessary
Certificates and Report on Management Discussion & Analysis are
enclosed as part of this Annual Report.
Statutory Disclosures
None of the Directors of your Company is disqualified as per the
provisions of Section 164 of the Companies Act, 2013. All the Directors
have made necessary disclosures as required under various provisions of
the Companies Act and Clause 49 of the Listing Agreement.
There is no employees in the Company drawing remuneration in excess of
the limit prescribed u/s 217(2A) of the Companies Act, 1956 read with
the Companies {Particulars of Employees) Rules, 1975.
Information u/s 217 (1)(e> of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure ''A'' forming part of this
Report.
Employee Relations
Due to decline in demands for the products of the Company and resultant
financial constraints, the Company had to close all its units and lay
of all its workers. This has resulted in sporadic disturbances in the
industrial relations. Your Directors wish to place on record their
sincere appreciation for the continued and devoted services rendered by
all employees of the Company:
Acknowledgment
Your Directors express their gratitude and thanks to the Financial
Institutions, Banks and Government Authorities Shareholders, Customers,
Suppliers and other business associates for their continued
co-operation and patronage.
For and on Behalf of the Board
Place: New Delhi
Date: May 30, 2014 Satish K. Kaura
Chairman & Managing Director
Mar 31, 2013
To the Member of Samtel Color Limited
Dear Shareholders,
The Directors have pleasure in presenting this 27* Annual Report
together with the Audited Accounts of the Company for the financial
year ended 313l March 2013.
Financial Results
The key financial highlights of the Company for the year ended 315t
March 2013 are as under: -
(Rs in Crores)
Particulars Year ended Year ended
31-03-2013 31-03-2012
Gross Turnover 75.15 408.14
Gross Profit before Interest,
Depreciation & Taxation (42.89) (76.22)
Interest (Net) 58.59 49.16
Profit before Depreciation & Taxation (101.48) (125.38)
Depreciation/Misc. Expenses written off 70.25 73.30
Exceptional Items/Extraordinary
Expenses/provisions:
- Impairment Loss against certain
Plant and Machinery 283.87 43.79
Tax - -
Net Profit (Loss) for the year (455.60) (242.47)
Transfer from General Reserve - -
Profit/(Loss) carried forward to
Balance Sheet (726.48) (270.88)
Operations
During the financial year under review the operations'' and activities
of the Company was severally affected due to working capital constraint
and falling market for color picture tube based television sets across
the Globe. The efforts of the Management to revive the Company and its
manufacturing activities by collaborating with other players in the
Industry also did not yield any positive results.
Due to the above, the Management was constrained to close the
manufacturing activities in ail its five production lines in a phased
manner.
Despite the constraints and difficulties the Company believes that
there is adequate/sufficient demand for color picture tube based
televisions primarily in South East Asia and Latin American countries.
The manufacturing activities of the Company can be revived albeit on a
lower scale provided requisite working capital is infused to the
system. The Management is working on various options to help the
Company turnaround by resuming its manufacturing activities.
The sates volume of the Company declined from 2.91 million numbers to
0.05 million during the year under review. The sales in terms of value
declined by 82 % from Rs. 408.14 crores in 2011-12 to Rs. 75.15 crores
in 2012-13.
Erosion Of Net-Worth- Reference to B!FR
As reported in the last Directors'' Report on account of losses incurred
during the year 2011-12 and carry forward losses of past years, the
net-worth of the company had got eroded at the end of the Financial
Year-March, 2012. Accordingly, the Company made a reference to the
Board for Industrial and Financial Reconstruction (BIFR) as required
under the provisions of Sick Industrial Companies{Special Provisions)
Act for determination whether the company is a sick industrial company
or not. The Company at present is registered with BIFR.
In case an order declaring the company as Sick Industrial Company is
passed, BIFR will appoint an operating agency to examine and recommend
the measures for the revival of the company. The Management of the
company will take all possible steps for the revival of the company
under the aegis of BIFR.
Outlook
At present despite the advent of panel based televisions and their
growing demand, there is demand for color picture tube based television
in India and other South East Asian Countries.
Most of the manufactures of cofor picture tubes across the Globe have
closed down their operations impacting the availability of cheap color
picture tubes. Further, the non parity of US Dollar and Indian Rupee is
making the import more expensive.
The Management believes with infusion of adequate working capital the
Company can revive its operations to the ultimate benefit of all stake
holders.
Your Company''s strategy and operations are discussed in detail in the
section titled "Management Discussion & Analysis",
Dividend
In view of loss the Directors do not recommend any dividend on the
Preference and Equity Shares of the Company for the financial year
ended 31st March 2013.
Directors
In terms of Section 260 of the Companies Act, 1956 and Articles of
Association of the Company the Board of Directors in their meeting held
on 15th Feburary, 2013 have appointed Mr. Ajit Singh as an additional
Director. He holds the office upto the date of ensuing Annual General
Meeting. Pursuant to Section 257 of the Companies Act, 1956 the Company
has received a notice in writing from a member of the Company proposing
his candidature for the office of Director liable to retire by
rotation. Your Directors recommend his appointment for your appro va!.
Dung the year under review Mr. N K Sehgal resigned from, the Board of
the Company due to personal reasons and other pre-occupations.
Your Directors welcome Mr. Ajit Singh and place on record their sincere
appreciation and gratitude for the services rendered by Mr. N K Sehgal
during his tenure on the Board of the Company.
In accordance with the provisions of Section 25S of the Companies Act,
1956 read with Article 85 of the Articles of Association of the
Company, Mr. S P Gugnani, Director of the Company retire by rotation
and being eligible offer himself for re-appointment.
The Board of Directors at their meeting held on May 30, 2013
re-appointed Mr. Satish K Kaura as the Managing Director of the Company
designated as "Chairman & Managing Director" for a period of 5 years
with effect from 10.2.2013. Mr. Kaura will not be drawing any
remuneration from the Company and will be overall in charge of the
affairs of the Company.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 271" Annual General Meeting and forms
part of this Report.
Directors'' Responsibility Statement
in accordance with the provisions of Section 217 {2AA) of the Companies
Act, 1956, we state as follows:
i. that in the preparation of the annual accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed and that there has been no material departures.
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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.
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv. that the Directors have prepared the annual accounts on a going
concern basis.
Employee Stock Option Scheme
The details of options granted under the employee stock option scheme
are given in Annexure "A" to this Report.
Fixed Deposits
During the year under review, the Company has neither invited nor
accepted any deposits. There are no unclaimed or unpaid deposits lying
with the Company.
Auditors & Audit
The Auditors of the Company M/s. S.S.Kothari, Merita & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 224(1 B) of the Companies Act, 1956. The Board of directors
recommends their appointment, as Statutory Auditors for the next
financial year for your approval.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors'' are as under:
a) The Company is of the view that the existing demand of Color Picture
Tube can be serviced by operating the manufacturing facility at Line #
2 along with the Color Electron Gun division of the Company. Thus the
Company is confident of running the operations as " Going Concern
Basis" hence, the assets and liabilities of the Company have the
realizable value as per their book values.
b) Due to liquidity crisis and heavy losses during the year, there were
defaults in repayment of principle amount of secured loans , over dues
to the Banks/Financial Institutions and redemption of NCCRPS, as on
31st March 2013.
c) The Company has impaired Plant & Machinery and its related Spares of
some of its manufacturing facilities on the basis of applicable
accounting standard,
d) The Company has made provision for diminution in long term
investments in some of its group companies.
e} Debtors and Creditors balances are subject to reconciliations and
confirmations.
f) Due to suspension of operations in all the manufacturing facilities
, the physical verification of stocks were not carried out as on 31$t
March 2013.
g) Due to suspension of operations in all the plants during part of the
year, the fixed assets were not verified by the management.
h) Non deduction of tax deducted at source and other statutory dues on
some of the provisions of expenses, made during the year.
Subsidiary Companies
Pursuant to Section 212 of the Companies Act, 1956, the required
information in respect of subsidiary companies, i.e. Paramount Capfin
Lease Private Limited and Blue Bell Trade Links Private Limited are
annexed to the Annual Report.
Consolidated Financial Results
In accordance with the Accounting Standard - 21 - Consolidated
Financial Statements read with Accounting Standard - 23 - Accounting
for Investments in Associates issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which forms part of the Annual
Report & Accounts.
Declaration Under Clause 49 of the Listing Agreement
All Directors and Senior Management Executives of the Company have
affirmed compliance with the Code of Conduct for Board Members and
Senior Management executives for the period April 1,2012 to March 31,
2013.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith necessary
Certificates and Report on Management Discussion & Analysis are
enclosed as part of this Annual Report.
Statutory Disclosures
None of the Directors of your Company is disqualified as per the
provisions of section 274 (1)(g) of the Companies Act, 1956. All the
Directors have made necessary disclosures as required under various
provisions of the Companies Act and Clause 49 of the Listing Agreement.
There is no employees in the Company drawing remuneration in excess of
the limit prescribed u/s 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
Information u/s 217 (1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure ''B'' forming part of this
Report.
Employee Relations
Due to decline in demands for the products of the Company and resultant
financial constraints, the Company had to close al! its units and lay
of all its workers. This has resulted in sporadic disturbances in the
industrial relations. Your Directors wish to place on record their
sincere appreciation for the continued and devoted services rendered by
alf employees of the Company.
Acknowledgment
Your Directors express their gratitude and thanks to the Financial
Institutions, Banks, Government Authorities particularly in the State
of Uttar Pradesh, Himachal Pradesh & Rajasthan, Shareholders,
Customers, Suppliers and other business associates for their continued
co-operation and patronage.
For and on Behalf of the Board
Place: New Delhi Sd/-
Date: August 14, 2013 Satish K. Kaura
Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting this 25th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31 st March 2011.
Financial Results
The key financial highlights of the Company for the year ended 31st
March 2011 are as under:-
(Rs in Crores)
Year ended Year ended
Particulars 31-03-2011 31-03-2010
Gross Turnover 1009.20 1231.84
Gross Profit before Interest, Depreciation
& Taxation 36.54 107.04
Interest (Net) 26.38 31.55
Profit before Depreciation & Taxation 10.16 75.49
Depreciation/Misc. Expenses written off 68.76 62.89
Exceptional Items/Extraordinary Expenses/
provisions :
(i) Waiver of principal amount of loan and
interest by lenders - 63.90
ii) Revaluation of Plant and Machinery (10.14) -
iii) Impairment Loss against certain Plant
and Machinery (14.58) -
Tax 0.61 0.04
Net Profit (Loss) for the year (83.93) 76.46
Transfer from General Reserve 53.62 -
Profit/(Loss) carried forward to Balance Sheet (28.41) 1.90
Operations
The market for color picture tubes (CPT) based television during the
year under review was around 18.5 million including the demand for
state sponsored television distribution scheme as compared to 19.2
million in the previous financial year. However, the operations of the
Company were severely affected due to a surge in imports of CPTs,
mainly from South East Asian Countries.
This impacted the sales volume of the Company which declined from 9.21
million numbers in the previous year to 7.65 million numbers during the
year under review.
Outlook
Though the market for CPTs globally is on a decline, however, the
demand in India with the closure of Tamilnadu contract, is still
expected to remain stable at around 13 to 14 million tubes per annum.
However, the increased dependence on imported CPTs by the color
television manufacturers, despite levy of anti-dumping duties continues
to pose a challenge to the domestic CPT Industry.
To effectively compete in the domestic market, your Company has been
focusing on producing innovative products to suit the requirements of
domestic televisions manufacturers at competitive price by reducing the
cost of production through productivity improvements, product re-design
and alternative sourcing of raw materials.
Your Company's strategy and operations are discussed in detail in the
section titled "Management Discussion and Analysis".
Dividend
In view of loss the Directors do not recommend any dividend on the
Preference and Equity Shares of the Company for the financial year
ended 31st March 2011.
Financial Restructuring and Changes in Capital Structure.
In accordance with the revised restructuring scheme approved by the
Lenders, the Company during the year under review:
1) Converted debts worth Rs. 46.17 crs. into equity shares of the
Company, and accordingly 31901831 fresh equity shares of Rs. 10.00 each
at a premium of Rs. 4.55 per share have been issued & allotted to CDR
Lenders against said conversion of debts. The Company has filed
necessary applications to concerned Stock Exchanges seeking listing and
trading permission for the said shares.
2) Received, Promoters contribution by subscription to 13745704
warrants having conversion right into equity shares of face value of
Rs. 10.00 each at a premium of Rs. 4.55 per share aggregating to Rs.
20.00 crores. The Company has filed necessary applications to concerned
Stock Exchanges seeking in-principal approval for allotment of the
warrants to the Promoters.
Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956 read with Article 85 of the Articles of Association of the
Company, Mr. Puneet Kaura and Mr. V Narayanan, Directors of the Company
retire by rotation and being eligible offer themselves for
reappointment.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 25th Annual General Meeting and forms
part of this Report.
The company has obtained necessary approval from the Central Government
for re-appointment of Mr. Satish K Kaura as the Chairman & Managing
Director of the Company for a period of three years w.e.f. 12th
February 2010 on the revised terms.
The company has already filed its application for necessary approval of
the Central Government in connection with the remuneration paid in
excess to Mr. Satish K Kaura, Chairman & Managing Director of the
Company for the period from April 1, 2009 to March 31, 2010.
Directors' Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, we state as follows:
i. that in the preparation of the annual accounts for the financial
year ended 31 st March, 2011, the applicable accounting standards have
been followed and that there has been no material departures.
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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.
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. that the Directors have prepared the annual accounts on a going
concern basis.
The Company is controlled by SAMTEL GROUP (Promoters/Promoter Group)
being a group as defined under the Monopolies and Restrictive Trade
Practice Act 1969. The Promoters/Promoter Group consists of various
individuals and corporate bodies who are in a position to and who
jointly exercise control over and company. A list of these individual
and corporate entities is as follows:
(i) Mr. Satish K Kaura (ix) M/s Samtel Glass Ltd.
(ii) Mrs. Alka-Kaura (x) M/s Samtel Display Systems
Ltd.
(iii) Mr. Puneet Kaura (xi) M/s Kaura Properties Pvt.
Ltd.
(iv) Mrs. Sakshi Kaura (xii) M/s Kaura Investment Pvt.
Ltd.
(v) Mr. V.P. Kaura (xiii) M/s CEA Consultants Pvt.
Ltd.
(vi) Mrs. Kailash Kaura (xiv) M/s Lenient Consultants Pvt.
Ltd.
(vii) M/s Samtel India Ltd. (xv) M/s Tish Consultants Pvt.
Ltd.
(viii) M/s Teletube Electronics (xvi) M/s SW Consultants Pvt. Ltd.
Ltd.
Employee Stock Option Scheme
The details of options granted under the employee stock option scheme
are given in Annexure "A" to this Report.
Fixed Deposits
During the year under review, the Company has neither invited nor
accepted any deposits. There are no unclaimed or unpaid deposits lying
with the Company.
Auditors & Audit
The Auditors of the Company M/s. S.S.Kothari, Mehta & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 224(1 B) of the Companies Act, 1956. The Board of Directors
recommend their appointment, as Statutory Auditors for the financial
year 2011 -12 for your approval.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Subsidiary Companies
Pursuant to Section 212 of the Companies Act, 1956, the required
information in respect of subsidiary companies, i.e. Paramount Capfin
Lease Private Limited and Blue Bell Trade Links Private Limited are
annexed to the Annual Report.
Consolidated Financial Results
In accordance with the Accounting Standard,- 21 - Consolidated
Financial Statements read with Accounting Standard - 23 - Accounting
for Investments in Associates issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which forms part of the Annual
Report & Accounts.
Declaration Under Clause 49 of the Listing Agreement
All Directors and Senior Management Executives of the Company have
affirmed compliance with the Code of Conduct for Board Members and
Senior Management Executives for the period April 1, 2010 to March 31,
2011.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith necessary
Certificates and Report on Management Discussion & Analysis are
enclosed as part of this Annual Report.
Insurance
All the properties of your Company, including its building, plant &
machinery and stocks, where necessary, and to the extent required, have
been adequately insured.
Statutory Disclosures
None of the Directors of your Company is disqualified as per the
provisions of section 274 (1)(g) of the Companies Act, 1956. All the
Directors have made necessary disclosures as required under various
provisions of the Companies Act and Clause 49 of the Listing Agreement.
Particulars of employees as required u/s 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 are
given in Annexure 'B' forming part of this Report.
Information u/s 217 (1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure 'C forming part of this
Report.
Employee Relations
The Company continues to pay focused attention to development of its
human resource base and their skills across all levels. Industrial
relation remained satisfactory through out the year. Your Directors
wish to place on record their sincere appreciation for the continued
and devoted services rendered by all employees of the Company.
Acknowledgment
Your Directors express their gratitude and thanks to the Financial
Institutions, Banks, Government Authorities particularly in the State
of Uttar Pradesh, Himachal Pradesh & Rajasthan, Shareholders,
Customers, Suppliers and other business associates for their continued
co-operation and patronage.
For and on Behalf of the Board
Sd/-
Satish K. Kaura
Chairman & Managing Director
Place : New Delhi
Date : April 28, 2011
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