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Usha (India) Ltd.

BSE: 500431 Sector: Others
NSE: USHAINDIA ISIN Code: INE068A01019
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Usha (India) Ltd. (USHAINDIA) - Director Report

Company director report

USHA (INDIA) LIMITED ANNUAL REPORT 2003-2004 DIRECTOR'S REPORT To The Members USHA (INDIA) LIMITED. Your Directors present the 40th Annual Report of the Company with the Audited Statement of Accounts for the period ended on 31st March, 2004 FINANCIAL RESULTS: Rs. in Lacs PARTICULARS 2003-2004 2001-2003 (12 months) (16 months) TURNOVER 659.79 1684.04 Profit/(Loss) before Interest & Depreciation (419.40) (4433.31) Less: Interest 1782.33 2576.08 Depreciation 1059.07 2076.16 Net Profit/(Loss) after taxation (3260.80) (908) Less : Prior Period Adjustments (4.59) (1.16) Add-Transfer from General Reserve - - Profit/(Loss) brought forward (119827.64) (110740.93) from last period Profit/ Loss)carried to Balance Sheet (123093.03) (119827.64) MANAGEMENT DISCUSSION AND ANALYSIS OPERATIONS AND FUTURE OUTLOOK The Company has been concentrating on the core areas of production during the period. Despite working capital problem the company registered In a turnover of Rs. 659.79 lacs against Rs.1684.04 lacs in the previous is period. The Company suffered the loss before Interest and depreciation of Rs.419.40 lacs against Rs. 4433.31 lacs in the previous period. The electronic industry has volatile market due to constant upgradation in 31 technologies and consumer preference. From the last couple of years , the Company is not receiving sufficient orders from the market due to recession in world over. The products of China and other countries are being dumped in India in large scale. The increasing role of World Trade Organization and total stoppage of export order from Fairchild (Samsung, Korea) are other reasons for the lower turnover. Due to liquidity problems, the company is not able to execute orders in time. However despite suffering cash losses, the Company is making all current statutory payments such as Excise duty, Custom duty, Sales tax, ESIC, Provident Fund, Wages, & TDS etc. SUBSIDIARIES Despite several letters and reminders, your company has not received any information from Malvika Steel Limited regarding its status and status of the shares pledged with the financial institutions. Since we are not able to find any information from Malvika Steel Limited therefore the Detailed Accounts and the Directors' Report of the subsidiary as required under Section 212 of the Companies Act, 1956 is not forming part of Annual Report of your company. In case the pledged shares have been transferred in the name of financial institutions, the holding of your company is reduced below 50%; and your company would not be in position to claim Holding Company status. Conversely, being the status quo maintained, Malvika Steel Limited is subsidiary of your company, Except MSL no other company is subsidiary of your company. DIRECTORS Mr. Vinay Rai and Mr. Anil Rai resigned from the directorship of the Company with effect from 16.08.2003. UTI appoinment Mr.Satish Chandra Dikshit in place of Mr. Madan Pal Setia as its Nominnee Director with effect from 15.12.03 Mr. Rajgv Manchanda and Mr. Anil Kumar Jain resigned from the Board on 7 April, 2004. The Board places on record its appreciation for the services renuared by them. Mr. R. P. Sharma and Mr. Ashok Kumar Verma were appointed on the Board on April 7, 2004 as Additional Directors. Mr. Ashok Kumar Verma is designated as Whole Time Director. Mr. Ashok Gupta, Mr. Manish Dhhawan and Mr. Padam Dhanda were appointed as Additional Directors on 6 May, 2004. Being employees of the Company they became Whole Time Directors. Mr. Ashok Gupta and Mr. Padam Dhanda resigned from the Board on 14th June, 2004 and Dr. Ravindra Nath Sharma was appointed as Whole Time Director from even date. The Board of Directors appointed Mr. R. P. Sharma, Mr. Ashok Kumar Verma, Mr. Manish Dhawan and Dr. R.N. Sharma, as Additional Directors. The notices and prescribed deposits as required under Section 257 of the Companies Act, 1956 have been received and they are eligible for reappointment subject to approval of shareholders. The resolutions regarding their appointment are given in the notice calling Annual General Meeting. DIVIDEND The Company has incurred losses during the period; therefore no dividend has been recommended. Any dividend remaining unpaid / unclaimed for a period seven or more years has already been transferred to the Investor Education and Protection Fund established by Central Government under Section 205C of the Companies Act, 1956. DEPOSITS The Company has not accepted any deposits from the public during the period under review. CORPORATE GOVERNANCE In terms of Clause 49 of the Listing Agreement your company is complying with the major provisions. A separate report on the Corporate Governance on compliance with various recommendations, as reviewed by the Practicing Company Secretary, is enclosed as a part of the Annual Report. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is annexed and forms a part of this Report. PARTICULARS OF EMPLOYEES There was no employee in the company during the period who was getting remuneration more or equal to the limits as prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1957. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under sub section (2AA) of Section 217 of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed i) That in the preparation of the annual accounts for the period ended on 31st March, 2004, such applicable accounting standards that are in the opinion of the Board practical, had been followed along with proper explanations relating to material departures. ii) That the Directors had 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 financial period and of the profit or loss of the Company for the period under report. iii) That the Directors had 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 had prepared the accounts for the period ended 31.03.2004 on a 'going concern basis'. AUDITORS & AUDITORS' REPORT The Board recommends for appointment of M/s P. Bhoiusaria & Co., Chartered Accountants, as Auditors of Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Company has received a certificate from M/s P. Bholusaria & Co., Chartered Accountants to the effect that their appointment, if made, will be within the permissible limits under Section 224 (1B) of the Companies Act, 1956. The Board has taken note of the Auditors Observations and the replies to the observations have been given in Notes to the Accounts section of schedule "0" i.e. Significant Accounting Policies and, Notes to the Accounts and are self-explanatory. LISTING ARRANGEMENTS The Company's shares are listed at U.P., Delhi and Mumbai Stock Exchanges. The Company has paid listing fee to U.P. Stock Exchange upto 96-97 and also partly for 97-98. Listing fee of Delhi and Mumbai Stock Exchanges have been paid upto 95-96 and 97-98 respectively. Due to severe liquidity crunch, listing fee to the stock exchanges could not be paid. ACKNOWLEDGEMENT The Board wishes to place on record their deep appreciation of the continued support of shareholders, suppliers, dealers, bankers and employees. The Board also acknowledges with gratitude the co-operation and assistance given by the Government Authorities and other business constituents. On behalf of the Board For USHA (INDIA) LTD. R.P. Sharma A.K. Verma (Director) (Whole Time Director) Manish Dhawan Dr. R.N. Sharma (Whole Time Director) (Whole Time Director) Place : New Delhi Date : 2nd September 2004 ADDENDUM TO DIRECTORS' REPORT (IN COMPLIANCE TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956) A. CONSERVATION OF ENERGY: (a) Energy Conservation Measures taken Power-Load Management and Capacitor Banks have been used properly to achieve optimum utilization of electricity. (b) Additional investments and proposals, if any being implemented for reduction of consumption of energy. : None (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. : Overall consumption of power has reducecd by 10-15 percent. (d) Total energy consumption and energy consumption per unit:- As per Form A. B. TECHNOLOGY ABSORPTION: (e) Efforts made in technology absorption As:- per Form B C. FOREIGN EXCHANGE EARNING AND OUTGO f) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and (1) Regular participation in exhibitions abroad. (2) Usha products being exported to across the world markets. (3) Efforts are to increase penetration into new markets. (g) Total foreign exchange earning and outgo. The required details are given in schedule 40(h) of the Notes on Accounts as attached with Balance sheet in this Annual Report. FORM A (See rule 2) Form for disclosure of particulars with respect to Conservation of Energy A. POWER AND FUEL CONSUMPTION : Current Year Previous year (12 Months) (16 Months) 1. Electricity Purchased (HSEB) (a) Units 546545 936235 Total amount (Rs. in lacs) 23.06 39.53 Rate/Unit 4.22 4.22 (b) Own generation : (i) Through Diesel generators; Units 1372000 2688000 Units per Ltr. of diesel Oil 3.50 3.50 Cost/Unit 4.73 4.25 (ii) Through Steam turbine/ generator : Units - - Units per Ltr. Of fuel/gas - - Cost/Unit - - 2. Coal (specify quality and where used.) - - 3. Furnace Oil Quantity (K. Ltrs.) - 5.4 KL Total amount (Rs.) - 108000/- Average rate - 20.00/- 4. Other/Internal generation - - B. CONSUMPTION PER UNIT OF PRODUCTION Products Standards (if any) Current Year Previous year Electricity Units 1589 1598.00 FORM B (See rule 2) Form for disclosure of particulars with respect to Absorption. RESEARCH AND DEVELOPMENT (R & D) 1. Specific areas in which R & D carried out by the Company. i) Glass to metal seal for diodes caps- B-diode Development of Bharat Heavy Electrical Limited ii) (BHEL) assembly for Loco-Railway shed. iii) Development of Pigtails for Z-diode, U-Diode, Q+X+S+Z thyristors. 2. Benefits derived as a result of the above R & D. i) Diodes with in-house developed cap are being used in the products. ii) Zener Diodes are being supplied to M/s ECIL, Hyderabad 3. Future plan of action : In house development of high current (greater than 600 AMPS) diode chips 4. Expenditure on (R & D) (a) Capital NIL (b) Recurring NIL (c) Total NIL (d) Total R & D expenditure as a percentage of turnover NIL TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION : (i) Efforts, in brief, made towards technology absorption, adoption and innovation. NIL (ii) Benefits derived as a result of the above efforts. N.A (iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) N.A (a) Technology imported NIL (b) Year of import N.A. (c) Has technology been fully absorbed N.A. (d) If not fully absorbed, areas where this has not taken place, reasons there of and future plans of action. N.A.