Hind Rectifiers Ltd

BSE: 504036 | NSE: HIRECT | ISIN: INE835D01023 
Market Cap: [Rs.Cr.] 133.12 | Face Value: [Rs.] 2
Industry: Electronics - Components

Director's Report
DIRECTORS

TO THE MEMBERS

Your Directors present the 56th Annual Report together with the Audited accounts forthe year ended March 31, 2014.

(Rs. In Lacs)

FINANCIAL RESULTS: Year ended 31.03.2014 Year ended 31.03.2013
Gross Operational Income 10,187.09 14,539.64
Less: Excise Duty / Service Tax 515.43 917.99
Net Operational Income 9,671.66 13,621.65
Gross Profit / (Loss) (477.50) 1,345.36
Less : Depreciation 228.67 234.67
Profit / (Loss) before tax (706.17) 1,110.69
Less : Provision for Taxation- Current - 222.50
- MAT Credit Entitlement - (125.00)
- Deferred (213.30) 0.43
- For Earlier Years (0.33) (0.01)
(213.63) 97.92
Profit / (Loss) after taxes (492.54) 1,012.77
Add: Surplus of previous year 125.17 94.27
Add: Transferred from General Reserve 425.00 -
Surplus / Deficit available for appropriation 57.63 1,107.04
Appropriations :
Transferred to General Reserve - 400.00
Transferred to Reserve for Capital Expenditure - 300.00
Proposed Dividend 30.11 240.93
Tax on Dividend 5.12 40.94
Surplus Carried to Balance Sheet 22.40 125.17

OPERATIONS:

During the year under review the performance of the Company was adversely affected dueto overall recession in the infrastructure and capital goods sector. The turnover of theCompany during the year was Rs. 9,671.66 lacs as compared to Rs. 13,621.65 lacs in theprevious year. Per unit realisation was also lower due to increased competition on accountof limited business in the market. This resulted in to loss of Rs. 706.17 lacs.

Performance of the Company was also affected due to the wide fluctuations in theforeign exchange in the first half of the current financial year.

Efforts are being made to improve the performance of the Company during the currentyear by commercialisation of new products and cost reduction by way of value engineering.For increasing the business, Company is participating in various exhibitions in India andabroad. More emphasis is being given on development of new products and a separate team isbeing prepared for development for various products.

During the year under review the Semi-conductor division of the Company has beenaccredited with UL certification and Semi-conductor division of the Company has beenaccredited with CE certification. During the year Company has successfully supplied 3phase Transformer for WAP5, WAP7 and WAG9 for Indian Railways.

There are positive signs of improvement in the general economy which is likely tofurther improve in view of the stable Government at centre.

The Company expects the turnaround in the infrastructure and capital goods sector andaccordingly expects improvement in the turnover and overall performance at the end of thecurrent financial year.

DIVIDEND:

The Directors recommend for consideration of the shareholders at the Annual GeneralMeeting, payment of dividend @ 10% (Rs. 0.20 per share) amounting to Rs. 30.11 lacs forthe year ended 31st March, 2014 (previous year Rs. 240.93 lacs)

DEPOSITS:

There were no unclaimed deposits as on 31st March, 2014.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 2013 and in terms of the Articles ofAssociation of the Company, Shri Pawan Kumar Golyan, Director of the Company retires byrotation and being eligible, offers himself for re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 states that Independent Directors shall hold office for aterm of upto 5 consecutive years on the Board of a Company, and shall be eligible forre-appointment on passing of an Ordinary Resolution by the shareholders of the Company.

Shri V. K. Bhartia, Shri D. R. Mehta, Shri Pradeep Goyal and Shri Binod Patodia, allNon Executive Independent Directors of the Company retire at the ensuing AGM and seekre-appointment for a term of 5 consecutive years.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable Accounting Standards havebeen followed.

2. Appropriate policies have been selected and applied consistently and judgments andestimates wherever made are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2014.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 (to the extentapplicable) and the Companies Act, 2013 (to the extent notified), for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiringat the ensuing Annual General Meeting. They are eligible for re-appointment and haveexpressed their willingness to act as Auditors, if re-appointed. The Company has receiveda certificate from them that they are qualified under section 139 of the Companies Act,2013, for re-appointment as Auditors of the Company to hold office from the conclusion ofthis AGM to the conclusion of the third consecutive AGM. Members are requested to considertheir re-appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company forNashik Plant are retiring and eligible for re-appointment and have expressed theirwillingness to act as Branch Auditors of Company.

M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of the Companyfor Dehradun Plants are retiring and eligible for re-appointment and have expressed theirwillingness to act as Branch Auditors of Company.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealtwith in Other Notes on Financial Statements which are self explanatory and therefore, donot call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company isrequired to obtain Secretarial Compliance Certificate from a firm of Practicing CompanySecretaries. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The Reporton Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms partof the Annual Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid Clause 49, is attached to this report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws, rules and regulations and highest standards of business ethics. In recognitionthereof, the Board of Directors has implemented a Code of Conduct for adherence by theDirectors and Senior Management Personnel of the Company. This will help in dealing withethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read withthe Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the Companies Act, 1956 read with theCompanies (particulars of employees) Rules, 1975 are not applicable as no employee of theCompany was in receipt of the remuneration exceeding the limits prescribed therein.

LISTING:

The Company has listed its shares on The Bombay Stock Exchange Ltd. & NationalStock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control andprotection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders,customers, suppliers, bankers, distributors and all the technology partners for thesupport they have given to the Company and the confidence, which they have reposed in itsmanagement and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board of Directors
Lake Road, Bhandup (W), For Hind Rectifiers Limited
Mumbai - 400 078.
Place: Mumbai S. K. Nevatia
Dated: 28th May, 2014 Chairman & Managing Director
   
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Future Data Not present
Key Information

Key Executives:

S K Nevatia , Chairman & Managing Director

Uma S Nevatia , Executive Vice Chairperson

D R Mehta , Director

Niraj Ramkrishna Bajaj , Director


Company Head Office / Quarters:

Lake Road,
Bhandup (W),
Mumbai,
Maharashtra-400078
Phone : Maharashtra-91-22-25696789 / Maharashtra-
Fax : Maharashtra- / Maharashtra-
E-mail : corporate@hirect.com
Web : http://www.hirect.com

Registrars:

Adroit Corp. Services Pvt Ltd
19/20 Jaferbhoy Ind,1st Floor Makwana Rd,Marol Naka,Mumbai - 400 059

 
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