Your Directors have pleasure in presenting the Seventeenth Annual Report together withthe Audited Accounts of the Company for the year ended 31st March, 2013.
FINANCIAL & OPERATIONAL REVIEW
The year under review passed through the recessionary period and the overall industrycould not perform well. Your Company also could not deliver the expected performance inthe year under report due to recession prevailed in the economy especially in the autosegment. The OEM's have not off taken their material as per their delivery schedule. TheSales of the company have declined from Rs. 5082.44 Lacs to Rs. 3586.87 Lacs as comparedto the previous year which has further affected the profitability as well as financialparameters. Further pleased to mention that the company has been able to procure goodorders from Ministry of Defence for the current financial year and your directors arequite confident to give you better performance in the current financial year.
Your directors are concentrating on the other sectors also to explore the businessopportunities.
| || |
(In Rs. Lacs)
|Particulars ||Year Ended 31.03.2013 ||Year Ended 31.03.2012 |
|Total Income ||3586.87 ||5082.44 |
|Profit before Depreciation ||738.69 ||806.33 |
|& Interest || || |
|Depreciation ||357.57 ||346.53 |
|Interest ||363.96 ||423.24 |
|Profit before tax ||17.16 ||36.56 |
|Profit after tax ||13.81 ||25.32 |
As is evident from the financial results, the company needs to conserve its resourcesfor future working. Hence, your directors do not recommend any dividend on equity sharesfor the year ended 31st March, 2013.
Group Captain M.K.Labroo (Retd.), Director of the Company retires by rotation at theensuing Annual General Meeting. Meanwhile, he does not offer himself for re-appointment.
The Company has received confirmation from all the Directors that none of the directorsis disqualified for being appointed as director, pursuant to the provisions of section274(1) (g) of the companies Act 1956.
Further, there has been a change in the Board of Directors during the year underreview. There is an appointment of additional director named Sh. Varun Bahri on 8thFebruary, 2013 and he holds office as such upto the date of Annual General Meeting. Theapproval of Members is required for his appointment as a Director of the Company.
Therefore, the Board recommends the appointment of Sh. Varun Bahri as Director of theCompany and places this resolution before the members for their approval.
The Company has not accepted any deposits during the year under review.
The auditors of the Company, M/s Brij Aggarwal & Associates, Chartered Accountants,Jalandhar, retire at the conclusion of this Annual General Meeting and are eligible forreappointment. They have furnished a certificate to the effect that the re-appointment ifmade shall be in accordance with Section 224(1 B) of the Companies Act, 1956.
The Audit Committee has recommended their re-appointment.
As regards Auditor's observation, the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.
LISTING OF SHARES
The Company's shares are presently listed on the Bombay Stock Exchange Limited, Mumbai(BSE).
In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a CorporateGovernance Report is made part of this Annual Report. In compliance with Section 292A ofthe Companies Act, 1956 and with the Listing Agreement, an Audit Committee consisting ofthree independent directors has been constituted. The Company has also a Shareholder'sGrievance Committee consisting of three independent directors.
A Certificate from Statutory Auditors of the Company regarding compliance of theconditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement isattached to this report.
IRECTORS RESPONSIBILTY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directorsconfirm:
i. That in preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
ii. That the Board of Directors had 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 as at 31s1March, 2013 and other Statements of Accounts of the Company for the year ended 31stMarch, 2013.
iii. That the Board of Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956 in safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
iv. That the Directors have prepared the annual accounts on going concern basis.
Regarding Auditor's qualification in respect of default in repayment of dues to PunjabFinancial Corporation, correspndence are being exchanged with the PFC to settle the duesunder OTS. We inform that PFC has charged higher rate of interest during the past years.Now as per the OTS policy of the Corporation, the Company expects to get waiver/benefit ofhigher interest already paid. The Company is following up with PFC in this regard.
CONSERVATION OF ENERGY. TECHNO-LOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO
Information as per Section 217(1) (e), read with Companies (Disclosure of Particularsin the report of Board of Directors) Rules, 1988 have been given, as it is applicable tothe Company. The foreign exchange earnings and outgo during the year under review is NIL.
PARTICULARS OF EMPLOYEES U/S 217(2A1 OF THE COMPANIES ACT. 1956
There was no employee who falls under Section 217(2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) (Amendment) Rules, 2002.
The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.
Your Directors acknowledge with gratitude, the continuing co-operation and assistancerendered by Financial Institutions, Banks, Government Agencies, Suppliers and otherorganization in the working of the Company.
| ||BY ORDER OF THE BOARD |
|DATED: 27.05.2013 ||(MUKESH JUNEJA) |
|PLACE: JALANDHAR ||(Chairman-Cum- |
| ||Managing Director) |