Your directors present their report and audited accounts for the year ended 31st March2015
|Financial Results & Operations ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|The key financial results of the company are as under : || ||(Rs in lacs) |
|Revenue from Operations and other income ||572 ||5640 |
|Earning before Interest Depreciation & Tax ||(166) ||(2823) |
|Finance Cost ||1592 ||1639 |
|Depreciation ||1506 ||1677 |
|Exceptional Item ||4000 ||- |
|Net Profit/(Loss) after tax for the year ||(7264) ||(6248) |
In view of the accumulated losses no dividend is recommended.
Your company was forced to suspend operations during the financial year 2014 -15 due tonon availability of working capital and suppliers credit. With the banks not releasingneed based LC limits as envisaged in the sanctioned scheme import of glass parts being acritical and major input could not be arranged. The company believes that being the onlymanufacturer of CPTs in India there is a good chance to revive if working capitalsupport is made available as imports of CPTs from China are finding its way into India tofeed the CPT based TV market. Further to meet the growing demand for flat panels thecompany has been working on the option of converting one of its production lines to takeup assembly of LCD/ LED modules which are presently being imported. However nonavailability of working capital is coming in the way of moving forward on this proposalalso.
The rehabilitation scheme approved by the Board for Industrial & FinancialReconstruction (BIFR) is under implementation. With the consent of the secured lendersthe company had moved a modified debt restructuring seeking approval from BIFR for sale ofsome surplus assets and rescheduling the repayments besides other issues. While sanctionfor the sale of surplus assets was received decision is awaited on the other issues.During the year under review the company neither invited nor accepted any deposits.Further there are no overdue deposits lying unpaid with the company.
Globally the CPT industry has been seeing declining volumes over the last few years.All major global players have already quit or are on the verge of quitting. The markets inIndia have also dropped due to shift in consumer preference for flat panel TVs.Availability of raw materials and components are restricted to only few suppliers now.
Mr. P K Ganguly who was an independent director on the Board passed away on 8th May2015. The Board expresses its condolences on his demise. The Board also placed on recordits appreciation for his contributions during his tenure as a director on the Board.
Mr. K Jayabharath Reddy was elected as an Independent Director on the Board pursuant toprovisions of the Companies Act 2013 for a consecutive term of five years at the lastAGM. Mr Reddy had declared that he meets the criteria as laid down in the Companies Actand the listing agreement .
During the financial year under review four meetings of the Board of Directors wereheld details of which are mentioned in the Report on Corporate Governance forming part ofthis report.
Composition of various Committees of the Board is provided in the Corporate GovernanceReport which forms part of this Report. All the recommendations made by the Committeeswere accepted by the Board.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3) & (5) of the Companies Act 2013with respect to the Directors' Responsibility Statement your Directors state that:
1. In the preparation of the annual accounts for the financial year ended March 312015 the applicable accounting standards have been followed along with proper explanationrelating 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 the company at the end of the financial year 2014-15and of the loss of the 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 the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts for the financial year ended March31 2015 on a going concern basis;
5. The Directors have duly laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Key Managerial Personnel
Mr Arjun Thapar Managing Director and Mr Gopal Krishnan Company Secretary and MrSamares Bandopadhyay Head Accounts are the Key Managerial Personnel as per provisions ofthe Companies Act 2013 .
Your company has taken adequate steps to ensure compliance with the provisions relatingto Corporate Governance as prescribed . The Report on Corporate Governance along with acertificate from the Auditors of the company regarding compliance is enclosed and formspart of the report.
The Company has identified risks associated with its line of business and is takingappropriate steps for its mitigation.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.
Related party transactions
Details of related party transactions have been disclosed in notes to the financialstatements.
Your Company was awarded ISO 14000:2004 certification in recognition of itsresponsibility towards environment and society. Steps have been taken to meet the requirednorms & safeguards and to keep the environment pollution free. Greenbelt has beencreated in and around the factory and water conservation and recycling has been taken upon priority.
Particular of Employees
The company has no employee who is covered under the Companies (Appointment andRemuneration of Managerial Personnal) Rules 2014 Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo.
Conservation of Energy :
Energy conservation measures taken:
- Conversion of hot water generator to run on Natural Gas.
- Reduction of power consumption by use of Turbo Ventilators in non air-conditionedareas to extract heat and also provide natural illumination.
- Reduction in air conditioning load by re-sizing of process areas.
- Reduction in water consumption through recycling of water and undertaking rain waterharvesting.
Research & Development and Technology Absorption :
a) Research & Development -
i) Areas in which R&D carried out.
Development was carried out in the areas of import substitution alternative rawmaterials technology up gradation process development and quality improvement.
ii) Benefits derived as a result of above activities.
Cost reduction achieved through improvement in design import substitution change inraw material lower usage and better quality.
iii) Future plan of action.
Continue R&D work for further reducing costs.
iv) Expenditure on R&D.
No significant expenditure involved as these were carried out in house.
b) Technology absorption -
The company has developed capability to manufacture colour picture tubes and componentslike deflection yokes & electron guns. The technology for the ultra slim CPTs has alsobeen absorbed.
|Foreign Exchange Earnings and Outgo : || |
|Foreign exchange outgo during the year ||- NIL |
|Foreign exchange earnings during the year ||- NIL |
Your company continues to maintain harmonious and cordial relations with its workforce.
Auditors and Audit Reports
Statutory Auditors :
The auditors Messrs V Sahai Tripathi & Co. Chartered Accountants retire at theconclusion of the forthcoming Annual General Meeting and being eligible have expressedtheir willingness to continue if appointed. The Board of Directors recommend theirappointment for the next financial year. As per the provisions of the Companies Act 2013an audit firm functioning as auditor of the Company for ten years or more after thecommencement of provisions of Section 139(2) of the Act may be appointed in the Companyfor further period of three years from April 1 2014.
As regards the observations of the Auditors in their report the relevant notes to theaccounts i.e. nos. 26 28 A(b) 29 30 (d) 33(a) & 38 are self explanatory andtherefore do not require any further comments.
Pursuant to the provisions of the Companies Act 2013 the Board had appointed Ms.Seema Sharma Company Secretary in practice (PCS Registration No. 4397) to conduct theSecretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith marked as Annexure-I to thisReport. The observations referred to therein have been explained in the notes to theaccounts and do not require and further comments.
Cost Auditor :
In view of suspension of operations during the year as explained above no cost auditexercise was undertaken . In terms of Section 134 of the Companies Act 2013 and provisionsof the Listing Agreement the Company has an Internal Control System commensurate withthe size scale and complexity of its operations. To maintain its objectivity andindependence the Internal Auditors report to the Chairman of the Audit Committee of theBoard. Adequate internal control systems and procedures are in place to ensure compliancewith internal policies & procedures and statutory regulations.
Extract of Annual Return
The information required under Section 134 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extracts of AnnualReturn in form MGT-9 is annexed herewith marked as Annexure II to this Report.
The Board acknowledges the valuable support of various government agencies financialinstitutions banks customers suppliers business associates shareholders and employeesand looks forward to their continued support.
| ||On behalf of the Board |
|Place : New Delhi ||Arjun Thapar |
|Dated : 30th May 2015 ||Managing Director |