To the Members
Your Directors have pleasure in presenting their 36th Annual Report and theaudited Accounts for the financial year ended 31st March 2016.
| || |
(Rs. in Lakhs]
|FINANCIAL HIGHLIGHTS ||2015-2016 ||2014-2015 |
|Profit / (Loss) before Taxes ||(919.80) ||(3191.22) |
|Less: Provision for Taxes ||NIL ||NIL |
|Profit after taxation available for appropriation ||(919.80) ||(3191.22) |
|Appropriations || || |
|Proposed Dividend ||NIL ||NIL |
|Tax on Proposed Dividend ||Nil ||NIL |
|Balance Profit / (Loss)carried to the Balance Sheet ||(919.80) ||(3191.22) |
|Basic & Diluted Earnings per Share of face value of Rs.10/- fully paid up ||(5.94) ||(20.61) |
Your Company has discontinued the business of manufacture of desktop and laptopcomputers and is presently only in the services segment of maintenance contracts andfulfilling warranty commitments.
Your Directors do not recommend any Dividend in respect of the financial year ended 31 stMarch 2016 as the Company has suffered a Loss.
REVIEW OF OPERATIONS
During the year under review the net sales revenues at Rs. 150.46 lakhs were lowerthan the previous year's revenues of Rs. 2201.22 lakhs. During the year the net Loss (TaxExpense was NIL) was Rs. 919.80 lakhs as against the previous year's Loss of Rs. 3191.22lakhs (Tax Expense was NIL); the Loss was due to discontinuation of the Company's corebusiness activities relating to manufacture and sale of computers and accessories and theadverse market conditions and interest costs.
The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimedinterest thereon as on 1st April 2015; the Company has not accepted anydeposits under Sections 73 to 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
DEMATERIALISATION OF COMPANYS SHARES
The Company's Securities continue to be traded in the electronic form only as per therelevant SEBI guidelines.
LISTING OF SHARES ON THE STOCK EXCHANGES
During the year ended 31st March 2016 the Company's Securities continue tobe listed on the BSE Limited (BSE) Mumbai; the Company's securities on the National StockExchange of India Limited (NSE) Mumbai were listed only up to 18th March 2016as the Company's Voluntary Delisting application was accepted by NSE. The Company has paidthe requisite Annual Listing Fees for the year 2016-17 to the BSE.
VOLUNTARY DELISTING OF THE COMPANYS SHARES FROM THE NATIONAL STOCK EXCHANGE OFINDIA LIMITED (NSE)
The Company made an application to the NSE pursuant to the Board Resolution passed on13th June 2015 on 17th June 2015 for voluntarily delisting theCompany shares as the Board felt that as there was no trading since September 2014 tilldate the Listing on NSE was no longer required; the Shares are already listed on the BSELimited which has nation-wide terminals for enabling shareholders investors and otherstakeholders to deal in the Company's Shares. The NSE has approved the Delisting of theCompany's Shares with effect from 18th March 2016.
Mrs. Manju Bhartia was appointed as a Director (as a Woman Director) in the 35thAnnual General Meeting of the Company held on 30th September 2015 incompliance of Clause 49 of the Listing Agreements with the Stock Exchanges.
In accordance with the Company's Articles of Association and the provisions of theCompanies Act 2013 Mrs. Manju Bhartia aa a Woman Director retires by rotation andoffers herself for re-appointment. A brief resume of Mrs. Manju Bhartia nature ofexperience and the names of Companies in which she holds Directorship and membership /Chairmanship of Board Committees as stipulated in Clause 49 of the Listing Agreement /SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 is provided inthe Explanatory Statement annexed to the Notice convening the meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been incurring losses in the previous 3 years and hence the provisionsof Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
(1) that in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;
(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 ended 31st March 2016 and of the profit of the Company for thatyear;
(3) that the Directors have taken proper and sufficient care for the maintenance ofadequate records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(4) that the Directors have prepared the annual accounts on a going concern basis; and
(5) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively
REGISTRATION OF THE COMPANY AS A SICK INDUSTRIAL COMPANY
Your Company was registered as a sick industrial company under Section 15(1) of theSick Industrial Companies (Special Provisions) Act 1985 by the Board for Industrial andFinancial Reconstruction (BIFR) with effect from 29th August 2014; however onan application made by Indian Bank the BIFR has abated the registration of reference bythe Company as a sick industrial undertaking.
TAKING OVER OF THE COMPANYS PROPERTIES IN GOA AND MAHAPE
Indian Bank as the Lead Bank of the Consortium of Banks has taken physical possessionof the land buildings and stocks of the Company in Goa in April 2015 and the propertiesand stocks at Mahape Navi Mumbai in June 2015. Consequently the Company had todiscontinue its business of manufacture of desktop and laptop computers.
SHIFTING OF THE REGISTERED OFFICE
Since the Registered Office of the Company located in Electronic Sadan was taken overby Indian Bank the Company shifted its registered office to a rented premises at Mahape.Thus the Registered
Office of the Company has been shifted from B-5 Electronic Sadan
- 1 MIDC TTC Area Mahape Navi Mumbai 400 710 to Plot No. EL
- 117 1st Floor Mahape MIDC TTC Area Navi Mumbai 400 710 with effectfrom 6th June 2015.
The Company has complied with the requirements of Corporate Governance as applicableto the Company during the period under report as per the amended Listing Agreements withStock Exchanges. The Report on Corporate Governance with the Auditors' Report thereon isannexed hereto as Annexure D in accordance with Clause 49 of the ListingAgreements with the Stock Exchanges / SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015.
STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31stMARCH 2016
In accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the Statement showing theExtract of the Annual Return as on the financial year ended 31st March 2016 isannexed as Annexure C and forms part of this Report.
PARTICULARS OF LOANS ETC. UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year the Company has not given any loans provided any guarantees or madeany investments attracting the provisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All transactions / contracts / arrangements of the nature specified in Section 188(1)of the Companies Act 2013 entered into by the Company during the year under review withrelated party (ies) are in the ordinary course of business and on arm's length basis.Hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2are furnished.
The Secretarial Audit Report dated 30th July 2016 of M/s. Mohan Akella& Company Company Secretaries Thane pursuant to Section 204(1) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014 of the Compliance of the applicable Statutory Provisions andadherence to good corporate practices by the Company is annexed hereto as AnnexureB and forms part of this report.
The Company's representatives have provided the material data for the qualifications /observations and / or remarks contained in the said Secretarial audit Report.
M/s. C. L. Khanna & Company Chartered Accountants Mumbai the Statutory Auditorsof the Company were re-appointed for a period of 3 years at the 34th AnnualGeneral Meeting in accordance with Sections 139 and 141 of the Companies Act 2013; thetenure of the said Auditors is to be confirmed at the ensuing AGM.
The Notes to Accounts mentioned in the Audited Accounts of the Company for the yearended 31st March 2016 are self explanatory to the observations made by theStatutory Auditors in their Report on the said Financial Statements.
Relations between the management and its employees have been cordial. Your Directorsplace on record their appreciation of the efficient and loyal services rendered by theemployees of the Company at all levels.
The Company did not have any employee(s) during the year or part of the year drawingremuneration specified in the provisions of Section 134 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended; the Company's paid-up Share Capital being less than Rs. 25 Crores the Provisionsof Rules 4 and 5 of the Companies (Accounts) Rules 2014 are not applicable to theCompany; moreover the Company being a Sick Industrial Company did not pay any increasedsalary or perquisites to any KMP or any employee during the year; hence the statementunder these provisions is not annexed.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 with respect to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended hereto asAnnexure A and forms part of this Report.
Your Directors place on record their appreciation of the support received from theCompany's Bankers and Shareholders and look forward to their continued support andgoodwill.
| ||By Order of the Board |
|MUMBAI ||RAJKUMARSARAF |
|9th August 2016 ||CHAIRMAN & MANAGING DIRECTOR |
ANNEXURE A' TO THE DIRECTORS' REPORT
STATEMENT OF PARTICULARS REQUIRED TO BE GIVEN UNDER SECTION 134(3)(m) OF THE COMPANIESACT 2013 READ WITH RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES 2014 IN RESPECT OF THEFINANCIAL YEAR ENDED 31st MARCH 2016.
A. Conservation of Energy : Though the Company's manufacturing operations are not powerintensive regular and preventive maintenance of all equipment is undertaken by theCompany.
B. Technology Absorption : Form B enclosed.
|C. Foreign Exchange Earnings and Outgo : ||Rs. in Lakhs |
|Total foreign exchange used and earned || |
|(i) Expenditure in foreign currency ||NIL |
|(ii) Foreign Exchange earned ||NIL |
Form of disclosure of particulars with respect to absorption
1. Specfic areas in which R & D carried out by the Company :
Designing / development of state-of-art systems import substitution technologyupgradation. Upgradation of products and quality enhancement. Development and evaluationof alternate raw materials.
2. Benefits derived as a result of the above R & D :
Cost reduction product improvement import substitution and effective time management.
3. Future plan of action :
Development of new products and enhancing market revenues by upgrading existingspectrum of products.
|4. Expenditure in R & D : ||Rs. in Lakh's |
|a. Capital ||NIL |
|b. Recurring ||NIL |
|c. Total ||NIL |
|d. Total R & D expenditure as a percentage of total turnover ||NIL % |
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
1. Efforts in brief made towards technology absorption adaptation and innovation :Introduction of All-in-one PC and Touch Panel LCD Monitor for Industrial and Commercialapplications towards improvement of efficiency and productivity.
2. Benefits derived as a result of the above efforts : On going
3. Imported Technology : None
| ||By Order of the Board |
|MUMBAI ||RAJKUMARSARAF |
|9th August 2016 ||CHAIRMAN & MANAGING DIRECTOR |