k e w industries ltd Directors report

DIRECTORS

Your Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2013.

FINANCIAL & OPERATIONAL REVIEW

The year under review passed through the recessionary period and the overall industry could not perform well. Your Company also could not deliver the expected performance in the year under report due to recession prevailed in the economy especially in the auto segment. The OEMs have not off taken their material as per their delivery schedule. The Sales of the company have declined from Rs. 5082.44 Lacs to Rs. 3586.87 Lacs as compared to the previous year which has further affected the profitability as well as financial parameters. Further pleased to mention that the company has been able to procure good orders from Ministry of Defence for the current financial year and your directors are quite confident to give you better performance in the current financial year.

Your directors are concentrating on the other sectors also to explore the business opportunities.

	(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

DIVIDEND

As is evident from the financial results, the company needs to conserve its resources for future working. Hence, your directors do not recommend any dividend on equity shares for the year ended 31^st March, 2013.

DIRECTORS

Group Captain M.K.Labroo (Retd.), Director of the Company retires by rotation at the ensuing 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 directors is disqualified for being appointed as director, pursuant to the provisions of section 274(1) (g) of the companies Act 1956.

Further, there has been a change in the Board of Directors during the year under review. There is an appointment of additional director named Sh. Varun Bahri on 8^th February, 2013 and he holds office as such upto the date of Annual General Meeting. The approval 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 the Company and places this resolution before the members for their approval.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

AUDITORS

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 for reappointment. They have furnished a certificate to the effect that the re-appointment if made shall be in accordance with Section 224(1 B) of the Companies Act, 1956.

The Audit Committee has recommended their re-appointment.

AUDITORS REPORT

As regards Auditors observation, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

LISTING OF SHARES

The Companys shares are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE).

ORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Governance Report is made part of this Annual Report. In compliance with Section 292A of the Companies Act, 1956 and with the Listing Agreement, an Audit Committee consisting of three independent directors has been constituted. The Company has also a Shareholders Grievance Committee consisting of three independent directors.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

IRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

i. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Board of 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 as at 31^s1 March, 2013 and other Statements of Accounts of the Company for the year ended 31^st March, 2013.

iii. That the Board of Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on going concern basis.

Regarding Auditors qualification in respect of default in repayment of dues to Punjab Financial Corporation, correspndence are being exchanged with the PFC to settle the dues under 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 of higher 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 Particulars in the report of Board of Directors) Rules, 1988 have been given, as it is applicable to the 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 read with Companies (Particulars of Employees) (Amendment) Rules, 2002.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the continuing co-operation and assistance rendered by Financial Institutions, Banks, Government Agencies, Suppliers and other organization in the working of the Company.

	BY ORDER OF THE BOARD
DATED: 27.05.2013	(MUKESH JUNEJA)
PLACE: JALANDHAR	(Chairman-Cum-
	Managing Director)