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Hindustan Appliances Ltd.

BSE: 531918 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Hindustan Appliances Ltd. (HINDAPPLIANCES) - Director Report

Company director report

DIRECTORS' REPORT

To,

The Members

The Directors have pleasure in presenting their Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2013.

Particulars (Rs.in Lacs) (Rs.in Lacs)
Year ended 31.3.2013 Year ended 31.3.2012
Income from operation 84.23 86.66
Total 84.23 86.66
Gross Profit/ loss Before Depreciation and Taxation 81.19 84.85
Add: Income Tax of earlier year 0.13 0.01
Deduct:-
Depreciation 0.00 0.00
Provision for taxation 25.20 26.30
Deferred tax liabilities 0.00 0.00
Net profit / Loss for the year 55.86 58.56
Balance brought forward 169.96 111.40
Balance carried forward 225.82 169.96

DIVIDEND:

In order to conserve the financial resources for future the directors do not recommendany dividend for the year under the report.

OPERATION:

The Company has earned a gross total Income of Rs 84.23 lacs for the year under reviewagainst the gross total income of Rs. 86.66 lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review as required underClause 49 of the Listing Agreement with the Stock Exchange is given in the report as aseparate statement.

CORPORATE GOVERNANCE

Necessary measures have been adopted to comply with the requirements of the listingagreement with stock exchange wherein the company's shares are listed. A separate Sectionon corporate governance report forms part of this annual report.

A certificate from the auditors of the company regarding compliance of the conditionsof corporate governance as stipulated under clause 49 of the listing agreement is attachedto this report.

SUBSIDIARIES

Pursuant to the Provision of section 212 of the Companies Act ,1956 statement &other documents relating to the subsidiaries of the company are annexed to this report.

DIRECTORS.

Mr. Sunil Hirji Shah and Mr. Kalpesh R Shah, Directors retire by rotation retires byrotation and being eligible offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more perannum or Rs.5,00,000/-or more per month and hence the question of providing informationunder section 217(2A) of the companies Act, 1956 does not arise.

PUBLIC DEPOSIT:

The Company has not accepted any deposit from public. Therefore provision of section58(A) of Companies Act, 1956 are not applicable to the Company. There are no unclaim orunpaid deposits for which information to be given in this report.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGES EARNINGS AND OUTGO.:

Particulars regarding conservation of energy, technology absorption as requiredpursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given sincethe said section is not applicable to the Company.

Foreign exchange earnings.: Rs. Nil Foreign exchange outgo.: Rs. Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act,1956 your directors confirm:

1. that in the preparation of the annual accounts for year ended 31st March, 2013 theapplicable accounting standards have been followed with no departures there from;

2. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 31st March, 2013 and of the profit of the Company for that year;

3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts for the year ended 31st,March ,2013 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 30stMay, 13.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Financial Statement for the year under review ended 31st, march2013 is annexed to this report. The Report and standalone audited accounts of allsubsidiary companies along with statement pursuant to section 212 of the companies Act,1956 containing full details of the performance also form part of this Annual Report.These statements have been prepared on the basis of audited financial statement receivedfrom the subsidiary Companies as approved by their respective Boards.

AUDITORS:

M/S. A. C. MODI & ASSOCIATES, Chartered Accountants, the present Auditors of theCompany have furnished a certificate regarding their eligibility for re-appointment. Youare requested to appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

DIRECTORS

PLACE: MUMBAI,

DATED: 30th MAY 2013

ANNEXURE TO DIRECTORS' REPORTS

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARYCOMPANIES.

S. No. Particulars

Name Of The Company

1 NAME OF THE SUBSIDIARY JOGINDRA EXPORTS LIMITED KSHANIKA TRADING LIMITED
2 HOLDING COMPANY'S INTEREST 5000 EQUITY SHARES OF 100 EACH FULLY PAID UP 5000 EQUITY SHARES OF 100 EACH FULLY PAID UP
3 EXTENT F HOLDING 100% 100%
4 SUBSIDIARY FINANCIAL YEAR 31ST MARCH, 2013 31st MARCH, 2013
5 NET AGGREGATE, AMOUNT OF SUBSIDIARIES' PROFIT/(LOSS) NOT DEALT WITHIN THE HOLDING COMPANY'S ACCOUNTS:
(i) i) FOR THE CURRENT FINANCIAL YEAR OF THE SUBSIDIARIES Rs. Nil (Rs.2,089.00)
(ii) ii) FOR THE PREVIOUS FINANCIAL YEARS OF THE SUBSIDIARIES SINCE THEY BECOME THE HOLDING COMPANY'S SUBSIDIARIES. Rs.Nil (Rs.15,660.00)
NET AGGREGATE AMOUNT OF SUBSIDIARIES' PROFIT/ (LOSS) DEALT WITHIN THE HOLDING COMPANY'S ACCOUNTS Nil Nil
(i) i) FOR THE CURRENT FINANCIAL YEAR OF THE SUBSIDIARIES. Nil Nil
(ii) FOR THE PREVIOUS FINANCIAL YEARS OF THE SUBSIDIARIES SINCE THEY BECOME THE: HOLDING: COMPANY'S SUBSIDIARIES. Nil Nil