Your directors present their Sixty Third Annual Report together with the audited
statement of accounts of the Company for the financial year ended 31st March 2009.
1. Financial Results
|Gross Turnover & other Income
|Loss before Interest, Depreciation & Tax
|Less: Interest & Finance Charges
|Less: Depreciation / Impairment of Fixed
|Less: Provision for Taxation
|Add : Extra Ordinary Items
|Loss after Tax
|Loss Brought forward
|Loss Carried forward
Gross Turnover & Other Income of the Company during the year increased to Rs.1667
Lakhs from Rs.1302 Lakhs of the previous year
The Company's facing financial problems because of its sick status and finding it
difficult to pay statutory liabilities and labour dues. The Board has already initiated
action to restart all the divisions in a phased manner. The rehabilitation scheme
submitted to BIFR envisages payment of statutory liabilities, employee dues and other
liabilities in a phased manner.
4. Share Capital
There were no changes in the Share Capital (Equity / Preference) of the Company. The
Preference Share Capital of the Company were redeemable in the financial year 2000 but
could not redeemed due to non-availability of financial resources.These Preference shares
are proposed to be redeemed in accordance with the comprehensive rehabilitation scheme
submitted to the BIFR.
2,00,000 nos. secured debentures of Rs.100 each, due for redemption in the year
1998-1999. These debentures are proposed to be redeemed in accordance with the
comprehensive rehabilitation scheme submitted to the BIFR.
6. Fixed Deposits
The Company has not accepted any fixed deposits during the year and, as such, no amount
of principal or interest was outstanding as on the date of the balance sheet.
7. Research & Development
The Company has taken necessary steps for improving quality of products and increasing
the product "range. The Company has planned to invest substantially and to explore
possibility of bringing new technologies to strengthen the R&D activities of the
Company upon sanction of the DRS.
The Promoters of the Company submitted a draft revival scheme (DRS) to BIFR. The
Company shall be updating the same incorporating the figures on the-basis of audited
accounts of 2009. Majority of the secured creditors (including debenture holders) have
conveyed their in-principal support to the DRS and have intimated the same to Operating
agency at their meeting held on 21.04.2009. Remaining secured creditors are being pursued
and we expect to get their consent on the same. Majority of the workers unions of the
Company have also agreed to accept the DRS with certain changes and have communicated the
same for incorporating., the same in the DRS. Government of Kerala has also agreed to
consider need based concessions to the Company.
9. Directors responsibility statement
i) The Directors confirm that in the preparation of the annual accounts the applicable
accounting standards has been followed along with proper explanation relating to material
ii) 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 the financial year and on
the Profit and Loss account of the Company for that year subject to the observation that
adjustments in respects of non-operating units have been made on the basis of records and
information available with the Company.
iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of this act for safeguarding the
assets of the Company in the working units namely, Relays Division at Trivandrum,
Switchgear Division at Mannar and Machinery Division at Hyderabad and efforts are being
made to maintain proper records and information in respect of remaining units and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis in respects of the
working units and necessary provisions; have also been made for non-working units.
In accordance with the provisions of section 256 of the Companies Act, 1956, Mr.
Rajendra Somani and Mr. Susheel Somani Directors, retire by rotation, being eligible have
offered themselves for re-appointment as Director. Your Directors recommend their
appointment as Director of the Company.
11. Corporate Governance
A separate report on the practices followed by the Company on Corporate Governance is
annexed and forms part of this report.
12. Listing of Shares / Corporate Governance
The Company's Equity Shares are listed on the Mumbai Stock Exchange (BSE), Cochin Stock
Exchange and Chennai Stock Exchange. However, these shares have been delisted / suspended
for trading by the.Stock Exchanges due to non compliances with the terms of the listing
agreements since .1997. The management proposing to re-listing of shares under the DRS.
Report on Corporate Governance together with the Management discussion and Analysis is
annexed hereto and forming part of this Report.
The qualifications in paragraph 4 and paragraph 5 of the attached Auditor's Report read
with the notes on accounts are self explanatory except those points which are being
explained in the addendum to the director report
M/s. Joseph and Nampiathiri, Chartered Accountants, statutory auditors of the Company
shall be retiring at the ensuing Annual General Meeting and being- eligible, offer
themselves for re-appointment. The Audit Committee of directors at its meeting held on 31st
August, 2009 has recommended to continue the appointment of M/s. Joseph and Nampiathiri as
Statutory Auditors of the Company for the financial year 2009-10.
Industrial Relations were generally cordial during the year under report. Operations at
switchgear divisions re-started after mutual discussions with the workers unions and
changes in the senior management staff.
The Company did not employ during the year under review any employee whose particulars
are required to be furnished under section 217(2A) of the Companies Act, 1956.
15. Conservation of Energy
As many of the units were not in operation, there is nothing significant to report in
respects of conservation and efficient utilisation of energy.
Your Directors wish to place on record their appreciation for the good work of all the
Your Directors also acknowledge the continued support received from the Lenders, State
Governments of Kerala, Andhra Pradesh and Orissa, Customers, Suppliers and Shareholders
during the year under review. Their continued support is vital and critical for the
success of the early rehabilitation of the Company.
For and on behalf of the Board of Directors
|Dated : August 31, 2009