Your directors present their report and audited accounts for the year ended 31st March,
2015
| 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 to
non availability of working capital and suppliers credit. With the banks not releasing
need based LC limits as envisaged in the sanctioned scheme, import of glass parts being a
critical and major input, could not be arranged. The company believes that being the only
manufacturer of CPTs in India, there is a good chance to revive, if working capital
support is made available as imports of CPTs from China are finding its way into India to
feed the CPT based TV market. Further to meet the growing demand for flat panels, the
company has been working on the option of converting one of its production lines to take
up assembly of LCD/ LED modules which are presently being imported. However non
availability of working capital is coming in the way of moving forward on this proposal
also.
The rehabilitation scheme approved by the Board for Industrial & Financial
Reconstruction (BIFR) is under implementation. With the consent of the secured lenders,
the company had moved a modified debt restructuring seeking approval from BIFR for sale of
some surplus assets and rescheduling the repayments besides other issues. While sanction
for 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.
Industry Scenario
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 in
India 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.
Directors
Mr. P K Ganguly who was an independent director on the Board passed away on 8th May,
2015. The Board expresses its condolences on his demise. The Board also placed on record
its 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 to
provisions of the Companies Act, 2013 for a consecutive term of five years at the last
AGM. Mr Reddy had declared that he meets the criteria as laid down in the Companies Act
and the listing agreement .
During the financial year under review, four meetings of the Board of Directors were
held, details of which are mentioned in the Report on Corporate Governance forming part of
this report.
Composition of various Committees of the Board is provided in the Corporate Governance
Report, which forms part of this Report. All the recommendations made by the Committees
were accepted by the Board.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013
with respect to the Directors Responsibility Statement, your Directors state that:
1. In the preparation of the annual accounts for the financial year ended March 31,
2015, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
2. The Directors have 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 2014-15
and of the loss of the Company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 March
31, 2015, on a going concern basis;
5. The Directors have duly laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisions
of 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 Mr
Samares Bandopadhyay , Head Accounts are the Key Managerial Personnel as per provisions of
the Companies Act , 2013 .
Corporate Governance
Your company has taken adequate steps to ensure compliance with the provisions relating
to Corporate Governance as prescribed . The Report on Corporate Governance along with a
certificate from the Auditors of the company regarding compliance is enclosed and forms
part of the report.
Risk Management
The Company has identified risks associated with its line of business and is taking
appropriate steps for its mitigation.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility, are not applicable to the Company.
Related party transactions
Details of related party transactions have been disclosed in notes to the financial
statements.
Environment
Your Company was awarded ISO 14000:2004 certification in recognition of its
responsibility towards environment and society. Steps have been taken to meet the required
norms & safeguards and to keep the environment pollution free. Greenbelt has been
created in and around the factory and water conservation and recycling has been taken up
on priority.
Particular of Employees
The company has no employee who is covered under the Companies (Appointment and
Remuneration of Managerial Personnal) Rules, 2014 Conservation of Energy, Technology
Absorption 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-conditioned
areas 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 water
harvesting.
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 raw
materials, 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 in
raw 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 components
like deflection yokes & electron guns. The technology for the ultra slim CPTs has also
been absorbed.
| Foreign Exchange Earnings and Outgo : |
|
| Foreign exchange outgo during the year |
- NIL |
| Foreign exchange earnings during the year |
- NIL |
Industrial Relations
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 the
conclusion of the forthcoming Annual General Meeting and being eligible have expressed
their willingness to continue if appointed. The Board of Directors recommend their
appointment for the next financial year. As per the provisions of the Companies Act, 2013,
an audit firm functioning as auditor of the Company for ten years or more after the
commencement of provisions of Section 139(2) of the Act, may be appointed in the Company
for further period of three years from April 1, 2014.
As regards the observations of the Auditors in their report, the relevant notes to the
accounts i.e. nos. 26, 28 A(b), 29, 30 (d), 33(a) & 38 are self explanatory and
therefore do not require any further comments.
Secretarial Auditors:
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 the
Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the
financial year ended March 31, 2015 is annexed herewith marked as Annexure-I to this
Report. The observations referred to therein have been explained in the notes to the
accounts and do not require and further comments.
Cost Auditor :
In view of suspension of operations during the year as explained above no cost audit
exercise was undertaken . In terms of Section 134 of the Companies Act 2013 and provisions
of the Listing Agreement, the Company has an Internal Control System, commensurate with
the size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Auditors report to the Chairman of the Audit Committee of the
Board. Adequate internal control systems and procedures are in place to ensure compliance
with internal policies & procedures and statutory regulations.
Extract of Annual Return
The information required under Section 134 of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the extracts of Annual
Return in form MGT-9 is annexed herewith marked as Annexure II to this Report.
Acknowledgement
The Board acknowledges the valuable support of various government agencies, financial
institutions, banks, customers, suppliers, business associates, shareholders and employees
and looks forward to their continued support.
|
On behalf of the Board |
| Place : New Delhi |
Arjun Thapar |
| Dated : 30th May, 2015 |
Managing Director |
+91-9892691696
