The Directors are pleased to present the Thirty Third Annual Report of the Companytogether with the Audited Financial Statements and Auditors Report for the financial yearended 31 st March 2014
| || ||(Rs. in Lakhs) |
|Particulars ||Year Ended 31.03.2014 ||Year Ended 31.03.2013 |
|Turnover and Profitability || || |
|Gross Sales ||2146.98 ||4534.77 |
|Total Expenditure ||2414.62 ||4466.25 |
|Profit before Depreciation and Financial Charges ||(267.64) ||68.52 |
|Depreciation ||196.31 ||178.04 |
|Financial Charges ||212.60 ||237.04 |
|Profit before Tax ||(676.55) ||(346.56) |
|Provision for Taxation ||(177.90) ||(16.67) |
|Profit after Tax ||(854.45) ||(363.23) |
|Extraordinary item ||- ||(125.59) |
|Add Profit brought forward from previous year ||44.38 ||533.21 |
|Profit available for Appropriation from Operations ||(810.06) ||(488.83) |
|Appropriations || || |
|Proposed Dividend || || |
|Provision for Tax on Proposed Dividend || || |
|Balance in Profit and Loss Account ||(810.06) ||44.38 |
Results from Operations
The total income for your company reduced by 52.65% over the previous year.
Turnover and Profitability
The gross sales and other income for the financial year under review was Rs. 2146.98lakhs. The profit before tax (after depreciation and Financial charges) was Rs. (676.55)Lakhs and Profit after Tax was Rs.(854.45) Lakhs.
Considering the performance of the Company your Directors have not declared aDividend.
During the financial year under review the share capital of your company remainedunaltered.
The Company is committed to maintaining the highest standards of Corporate Governanceand disclosure practices. The Company ensures compliance to law and adherence to ethicalstandards to enhance customer value.
A separate section on Corporate Governance along with a certificate from the Auditorsconfirming the level of compliance is annexed and forms a part of the Directors' Report.
During the year under review following were the changes in the composition of theBoard of Directors; Ms. Usha Ramnani ceased to be a Director of the Company with effectfrom 1 st October 2013 and Mr. Vinod Ramnani ceased to Managing Director with effect from12-11-2013 and continue to be Director on the Board.
Appointment / re-appointment
In terms of provisions of Companies Act 2013 Independent Directors are not liable toretire by rotation. It is proposed to appoint Mr. Balasubramaniam Visvanathan (DIN:01177493) and Mr. Rajkumar Tulsidas Raisinghani (DIN: 01411084) as Independent Directorsat the AGM for a period of three years with effect from the date of the AGM.
Pursuant to the provisions of the Companies Act 2013 Mr. Vinod Ramnani (DIN:01580173) retire by rotation at the ensuring Annual General Meeting and being eligibleoffer himself for re-appointment as Director.
Brief resume of the Directors seeking appointment/ re-appointment at the AGM asrequired under Clause 49 of the Listing Agreement and Companies Act 2013 forms part ofthe Notice convening the AGM.
M/s Anand Amaranth & Associates Chartered Accountants Bengaluru StatutoryAuditors of the Company hold office until the conclusion of the ensuing Annual GeneralMeeting and are eligible for reappointment. In terms of Section 139 of the Companies Act2013 they can be appointed for a remaining term of three years starting from theconclusion of the ensuing Annual General Meeting until the conclusion of the Thirty SixthAnnual General Meeting of the Company to be held in the year 2017 (subject to ratificationof re-appointment by the members at every AGM held after this AGM) The Company hasreceived letter from the statutory auditors to the effect that their reappointment ifmade would be within the prescribed limits under Section 139 of the Companies Act 2013and that they are not disqualified for reappointment to disqualified for reappointment.
The Board of Directors would like to give clarity as under to the observations made bythe Auditors in the their Report dated 30th May 2014 on point No. 1 2 & Annexure 9under the heading Opinion:
1. We have assessed the entire Terminals and Multi Para Patient Monitors inventory.During the Financial year we have written-off inventory worth Rs.328.81 Lakhs. Theremaining inventory we are working on modifying the Terminals and Multi Para PatientMonitors trying to sell them in some of the developing contries.
2. We confirm the receivables of Rs.1967 Lakhs over a period of 180 days are good. Weare awaiting certification from our principles for the powerlines and other surveys done.We expect to receive the payments before December 2014. In other cases where there hasbeen undue delay we are aggressively pursuing for the payment or return of the inventory.
3. As for as undisputed statutory dues of Rs.233.61 Lakhs we have paid Rs. 150.94Lakhs as on 20th August 2014 and the balance will be cleared before 30th November 2014.
Management Discussion and Analysis Report:
The report as required is given as Annexure I and forms part of the Directors'Report.
During the year under review your Company has not accepted any deposits failing undersection 58A of the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules1975. There are no overdue deposits due for payment as at the close of the year.
Directors' Responsibility Statement
Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 withrespect to the Directors Responsibility Statement your Directors state that:
(i) We have followed the applicable accounting standards in preparation of the AnnualAccounts and there has been no material departure;
(ii) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of the affairs of the Company as at 31 st March 2014 and of the Profit of theCompany for the year ended on that date;
(iii) We have taken proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) We have prepared the Annual Accounts on a going concern basis.
Particulars of Research and Development Conservation of energy technology absorptionand Foreign exchange earnings and Outgo etc.
Particulars required under Section 217 (1)(e) of the Companies Act 1956 read with Rule2 of the Companies (Disclosure of Particulars in the Report of Board of directors) Rules1988 is given in the Annexure II to the Report.
Particulars of Employees
The details of Employees of the Company who received remuneration in excess of thelimits prescribed under Section 217 (2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 is given in the Annexure-lll to thereport.
Your Directors would like to place on record their gratitude for all the guidance andcooperation received from all its clients vendors bankers financial institutionsbusiness associates advisors regulatory and government authorities.
Your Directors also take this opportunity to thank all its investors and stakeholdersfor their continued support and all employees for their valuable contribution anddedicated service.
| ||For and on behalf of the Board of Directors |
|Place: Bengaluru ||VINOD RAMNANI |
|Date: August 12 2014 ||Chairman |
ANNEXURE - II
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNING AND OUTGO.
In pursuance of the provisions of Section 217(1)(e) of the Companies Act 1956 readwith Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 the particulars relating to conservation of energy technologyabsorption and foreign exchange earning and outgo are furnished below:
1. Conservation of Energy: The operation of your Company is not energyintensive. Adequate measures have however been taken to reduce energy consumption byusing Energy efficient computer terminals. Air conditioners are used when requiredthereby enhancing energy efficiency.
2. Research and Development: No R&D projects were undertaken during theyear.
3. Technology Absorption: The Technology used by the Company is commonly used bysimilar industries and the Company is constantly studying the opportunities forimproving/up gradation of the technology.
4. Foreign Exchange Earning and Outgo: The Company earned Rs. 21.11 lakhs inForeign Exchange. The Foreign Exchange outgo including for capital goods was Rs. 333.69lakhs
ANNEXURE - III
Information as per Section 217 (2A) of the Companies Act 1956 read with Companies(Particulars of Employees) Rules 1975 and forming part of the Directors Report for theyear ended 31 st March 2014.
I. Employed throughout the year - NIL
II. Employed for part of the year - NiL
III. There were no employees covered under the provisions of the Section217(2A)(a)(lll) of the Companies Act 1956.