Your Directors have pleasure in presenting their 37 th Report and auditedaccounts for financial year ended on March 31 2014.
(Rs. in Lacs)
|Particulars ||2013-14 ||2012-13 |
|Net Sales including Excise Duty ||12167.63 ||12240.84 |
|Total Income after Excise Duty ||11524.79 ||11602.07 |
|Total Expenses other than Interest Depreciation & Tax ||10794.19 ||10937.24 |
|Profit Before Interest Depreciation & Tax (PBIDT) ||730.60 ||742.09 |
|Financial Expenses ||304.60 ||294.20 |
|Cash Profit/(Loss) ||426.00 ||447.89 |
|Depreciation ||345.51 ||363.81 |
|Net Profit/(Loss) before Tax and Extra-ordinary items ||80.49 ||84.08 |
|Provision for Tax ||17.35 ||12.31 |
|Extra-ordinary Gains/(Expenses) ||0.00 ||0.00 |
|Profit/(Loss) after Extra-Ordinary items ||63.14 ||71.77 |
During the financial year ended on March 31 2014 your company achieved gross salesturnover of Rs. 12167.63 Lacs as against Rs. 1 2240. 84 Lacs during the correspondingfinancial year ended on March 31 2013 thus maintaining the stagnant performance inspiteof overall depressed industry scenario of automobile segment. Company had earned netprofit before tax and extra-ordinary items of Rs.80.49 Lacs as compared to Rs. 84.08 Lacsin 2012-13. The Company achieved export sales of Rs. 3670.73 Lacs during the year 2013-14as against Rs. 3781.09 Lacs in 2012-13.
During the year under review the Company has been generally regular in repayment ofterm loan installments and interest due to TATA Capital Financial Services Limited KotakMahindra Bank and Electronica Finance
Limited and further it has availed Supplier Bill Discounting from SIDBI.
The Company had taken unsecured loan of Rs. 50 Lacs from Religare Finvest Limitedduring the year under review and further the Company is regular in making repayment ofdues.
The directors do not recommend any dividend for the year under review.
CHANGE IN CAPITAL STRUCTURE
During the year under review the Board had made the allotment of 1125000 warrants ofRs. 14/- each convertible into 1125000 equity shares of Rs. 10/- each at a premium ofRs. 4/- per equity share within a period of 18 months from the date of allotment ofwarrants to the promoters and their associates.
Further out of above 1125000 warrants 397500 warrants were converted into equityshares during the financial year 2013-14 upon receipt of full consideration.
The Auditors of the Company M/s H.C. Garg & Co. Chartered Accountants Jaipurretire at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The Audit Committee has recommended to the Board the re-appointment ofM/s
H. C. Garg & Co Chartered Accountants Jaipur the present Auditors of the Companyas Statutory Auditors of the Company from the conclusion of forthcoming Annual GeneralMeeting for a period of 3 years till the conclusion of 40th Annual General Meeting of theCompany to be held in 2017 subject to approval of the shareholders at the Annual GeneralMeeting. The auditors have furnished a certificate to the effect that the proposedre-appointment if made will be in accordance with Section 141 of the Companies Act2013.
Pursuant to the order No. 52/26/CAB-2010 dated 6th November 2012 issued by theMinistry of Corporate Affairs (MCA) the Company has appointed M/S PRJ & AssociatesCost Accountants to carry out an audit of Cost Accounting Records of the Company for thefinancial year 2013 -14. The due date for filing the Cost Audit Report for the financialyear 2013-14 with the Ministry of Corporate Affairs (MCA) is 180 days from the end ofCompany's financial year i.e. 27th September 2014.
Further the Board of Directors has appointed M/s PRJ & Associates CostAccountants Jaipur as Cost Auditors of the Company for the financial year 2014 -15. Yourdirectors have proposed the ratification of remuneration by the members payable to PRJ& Associates Cost Accountants.
REPLY TO AUDITORS' QUALIFICATIONS
I. Regarding the observations made by Auditors for the Accounting Standard AS-22(Accounting for Taxes on Income) we comment that the Company is paying its tax liabilitycalculated as per the provisions of MAT under Section 115JB of Income Tax Act 1961.Thedeferred tax assets and liabilities arises on account of timing difference of some of theitems which has been mentioned in the Income Tax Act and are notional items which do nothave any bearing on the profitability of the Company. Therefore its impact is taken inthe books of accounts it will not have any bearing on any profitability of the Company.Further there is no convincing evidence of virtual certainty of realization of deferredtax asset arising out of timing difference.
2. The Company has recognized export incentive receivable on accrual basis as perprevailing provisions of the export incentive schemes announced by the Government of Indiafor export promotion. The Company has availed export claim in the year 2013-14 pertainingto earlier years from the Government. For balance amount claim of Rs. 308.68 Lacs Companyis in process of providing various documents clarifications and explanations as and whenrequired by Government Authorities and Company hopes to get remaining claims settled withthe GovernmentAuthorities very soon.
3. With regard to the advance made to a company which is registered with Board forIndustrial and Financial Reconstruction (BIFR) against which no provision was made wewish to state that the Company is doing job work exclusively for Autolite (India) Limitedon regular basis for last many years and the manufacturing facilities are exclusivelydedicated for the job work of Autolite (India) Limited. As Hon'ble BIFR has not passed theorder the management is unable to quantify the sacrifice which the Company may have tomake. The Company will recover the amount as per the scheme as and when sanctioned byHon'ble BIFR and remaining amount will be written off in due course.
4. Regarding the observations made by Auditors for claim receivable of Rs. 90 Lacs wecomment that
Company has lodged claims of development cost and also the supplies against Pal PeugeotLimited Mumbai with receiver/ Official Liquidator attached to Bombay High Court. TheClaim is under process and the Company hopes to get the amount of claims on final decisionof Bombay High Court in respect of settlement of claims against Pal Peugeot Limited.Further Company has filed criminal suit in the court against Megha Enterprises for lossof duty free license benefit and hopes to recover the same. Based on the legal opinionManagement is of the view that Company shall be able to recover the amount in near futureand as such it was recognized as claims receivable.
5. Regarding the observations made by Auditors for the Accounting Standard AS-26(Intangible Assets) we comment that the Company had treated new export developmentexpenses through participation in Foreign Trade Fairs New product development andtechnical know how as deferred revenue expenses whose benefit shall accrue to the Companyover a period of time. Hence management had treated these expenses as deferred revenueexpenses which are to be amortized in subsequent five years. Now due to change inAccounting Standard on Deferred Revenue Expenditure issued by The Institute of CharteredAccountants of India the Deferred Revenue Expenditure are to be booked in full in theyear of its incurrence of the expenditure without any carry forward for future period.Deferment of DRE is now not allowed as per change inAccounting Standard. During the yearthe Company has not booked any expenditure on DRE account and also proportionately writingoff the earlier years DRE in the books of accounts. However balance of earlier years DREfor writing off remained Rs. 199.39 Lacs which Company shall write off in the financialyear 2014-15.
6. Due to liquidity constraints there has been delay in depositing TDS PF and ESIdues with the appropriate authorities during the period under review. However the delaywas not for the period exceeding six months.
7. With regard to recovery of loans from parties covered under Section 301 of theCompanies Act 1956 the Company is under the process of recovery of the amount ofadvances and Management is confident to recover the said amount in phased manner from therespective parties in future.
Moreover the relevant notes on accounts are self-explanatory and therefore do notcall for any further clarification.
There was no change in composition of Board of Directors during the financial year2013-14. As per the provisions of newly applicable Companies Act 2013 Shri Kuldeep KumarGupta will retire by rotation at the ensuingAnnual General Meeting (AGM) of the Companyand being eligible seeks re-appointment. To comply with the provisions of Section 149 andother applicable provisions of Companies Act 2013 the Board has recommended appointmentof Shri Suraj Prakash Batra Shri Rajendra Singh Mehta and Shri Gauri Shankar Das asIndependent Directors of the Company for the period of five years as mentioned in thenotice of the forthcoming Annual General Meeting.
A report on Corporate Governance along with a certificate from the Statutory Auditorsof your company regarding compliance of conditions of Corporate Governance is annexed andforms part of this annual report.
Your Company did not accept any new fixed deposits from general public during the yearunder review. Regarding the overdue deposits the Company Law Board has passed an order onApril 27 2011 directing the company to repay the outstanding deposits along withoutstanding interest upto March 31 2013. The Company has paid the entire fixed depositsalong with interest to the fixed deposit holders in compliance of the order of
Company Law Board by dispatching cheques to the fixed deposit holders before March 312013 and entire amount is kept in separate bank account to meet the liability. Out ofcheques amounting to Rs. 92.67 Lacs sent to fixed deposit holders cheques amounting toRs. 21.11 Lacs got cleared within financial year 2013-14 and cheques amounting to Rs.71.56 were either returned undelivered to the Company or are with fixed deposit holders.The Company has maintained the amount in a separate Bank account for remaining repaymentof fixed deposits and interest amount. Further the Company had filed an application withCompany Law Board seeking directions in this regard for which Hon'ble CLB has directedRegistrar of Companies Rajasthan Jaipur in June 2014 for examination and decision forthe balance amount kept in separate bank account on this account.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act 1956 the Directors confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your company at the end of the financial year and ofthe profit of your company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of your company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a going concern basis.
Financial Statements and other documents of the subsidiary company viz. Autopal Inc.USA are annexed pursuant to the provisions of Section 212 of the Companies Act 1956.
TECHNOLOGY ENERGY FOREIGN EXCHANGE ETC.
Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 217 (1)(e) of the Companies Act 1 956read with the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 is annexed hereto and forms part of this Report.
Industrial relations during the year under review remained cordial in all divisions ofthe company.
None of the employees falls under the purview of Section 217 (2A) of the Companies Act1956 read with the Companies (Particulars of Employees) Rules 1975.
Your Directors acknowledge with deep sense of gratitude the co-operation extended andguidance provided by the Financial Institutions Banks Government Departments andLocalAuthorities and look forward to their continued support. Your Directors are alsograteful to the customers suppliers and business associates of your company for theirtrust and support. Also your Directors would like to appreciate the commitmentdedication and hard work put in by every employee of your company. Last but not the leastyour Directors are deeply grateful for the confidence and faith shown by the members ofthe company in them.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: Jaipur ||(MAHIPAL GUPTA) |
|Date : 13.08.2014 ||Chairman & Managing Director |
| ||DIN:00057619 |
Annexure - I to DIRECTORS' REPORT
A. CONSERVATION OF ENERGY
The company has taken adequate measures for proper control on fuel and electricityconsumption in the manufacturing process. Company ensures to add new machines for themanufacturing process which are high energy efficient. As the company does not come underthe power intensive industry category the details of power and fuel consumption are notgiven.
B. (I) RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out by the Company.
a) Development of Fog Lamp with H11 bulb using New Regulation Requirement FO3.
b) Development of High power LED work lamp using Aluminium dicasting Housing for theConstruction and mining and other general lighting purpose.
c) Rear combination Lamp and Head Lamp in BMC in Surface Mount Device (SMD) LED.
d) Existing Product Face lifting by converting them into LED Lamps.
2. Benefits Derived as a result of above R&D
a) It will help in capturing new market opportunities in emerging technology i.e. LEDAutomotive Lamps.
b) Increase in plastic moulding capacity will help in capturing market trend fromconventional sheet metal lights to plastic lamps.
c) It will support in identifying Customers' need and development of innovative newproducts.
d) It will help in increasing productivity by VA-VE Analysis.
e) It will help in enhancement of sales hence profitability of the Company.
f) It will enhance brand image and gain reputation as innovative product offering.
3. Future Plan of Action
a) Development of complete range of lighting for new generation car segment.
b) To increase the business volume of plastic headlamp.
c) Focus on more automation in assembly line.
d) To install automatic production line of Halogen Bulb H7 H8 H9 and H11 series.
e) Development of LED bulbs.
f) Development of Hand search lamp.
4. Expenditure on R & D
(Rs. in Lacs)
|(a) Capital ||00.00 |
|(b) Recurring ||63.76 |
|(c) Total ||63.76 |
|(d) Total R & D expenditure as a % age of total turnover ||0.52% |
B (II) Technology absorption adaptation & innovation
1. Efforts in brief made towards technology absorption adaptation and Innovation
a) Glass Lens hardening process added for improved product life cycle.
b) Microprocessor based moulding M/C added with separate moulding division forexpansion in thermoplastic component moulding area.
c) New technology for plastic headlamp manufacturing.
d) Cost Reduction by import substitution and metal and rubber being replaced by plasticmaterial.
e) Automation of different manufacturing processes.
2. Benefit derived as result of above efforts e.g. product improvement cost reductionproduct development import substitution etc.
a) Less dependency on manual power due to automation process.
b) Improvement in quality and productivity.
c) Increase in product life.
d) Increase in OEM Export & Replacement market share.
e) Competitive pricing & edge due to cost reduction
f) Increase in company's brand image.
g) New business opportunity
h) Improvement in top and bottom line
3. In case of imported technology (imported during the last 5 years reckoned from thebeginning of each financial year) following information may be furnished
|(a) Technology imported ||Not applicable |
|(b) Year of Import ||Not Applicable |
|(c) Has technology been fully absorbed ||Not Applicable |
|(d) If not fully absorbed areas where this has not taken place reasons therefore and future plans of action ||Not Applicable |
ANNEXURE - II TO THE DIRECTORS' REPORT FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in Lacs)
|A EARNINGS || |
|Exports (FoB) ||3629.30 |
|B OUTGO || |
|Import of Raw Material (CIF) ||777.93 |
|Capital Goods ||18.56 |
|Travelling ||11.43 |
|Commission ||62.97 |
|Others ||1.74 |