TO THE MEMBERS
Your Directors present the 56th Annual Report together with the Audited accounts for the 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)|
|- For Earlier Years||(0.33)||(0.01)|
|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|
|Transferred to General Reserve||-||400.00|
|Transferred to Reserve for Capital Expenditure||-||300.00|
|Tax on Dividend||5.12||40.94|
|Surplus Carried to Balance Sheet||22.40||125.17|
During the year under review the performance of the Company was adversely affected due to overall recession in the infrastructure and capital goods sector. The turnover of the Company during the year was Rs. 9,671.66 lacs as compared to Rs. 13,621.65 lacs in the previous year. Per unit realisation was also lower due to increased competition on account of 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 the foreign exchange in the first half of the current financial year.
Efforts are being made to improve the performance of the Company during the current year 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 and abroad. More emphasis is being given on development of new products and a separate team is being prepared for development for various products.
During the year under review the Semi-conductor division of the Company has been accredited with UL certification and Semi-conductor division of the Company has been accredited with CE certification. During the year Company has successfully supplied 3 phase Transformer for WAP5, WAP7 and WAG9 for Indian Railways.
There are positive signs of improvement in the general economy which is likely to further improve in view of the stable Government at centre.
The Company expects the turnaround in the infrastructure and capital goods sector and accordingly expects improvement in the turnover and overall performance at the end of the current financial year.
The Directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend @ 10% (Rs. 0.20 per share) amounting to Rs. 30.11 lacs for the year ended 31st March, 2014 (previous year Rs. 240.93 lacs)
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 of Association of the Company, Shri Pawan Kumar Golyan, Director of the Company retires by rotation 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 a term of upto 5 consecutive years on the Board of a Company, and shall be eligible for re-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, all Non Executive Independent Directors of the Company retire at the ensuing AGM and seek re-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 have been followed.
2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a 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 of this AGM to the conclusion of the third consecutive AGM. Members are requested to consider their re-appointment and fix their remuneration.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.
M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.
The observations of the auditors contained in their Report have been adequately dealt with in Other Notes on Financial Statements which are self explanatory and therefore, do not call for any further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a firm of Practicing Company Secretaries. The same is enclosed and form part of this report.
The Company's Equity Shares have been admitted to the depository mechanism of the National 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 their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "I" to this report.
PARTICULARS OF EMPLOYEES:
Particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 are not applicable as no employee of the Company was in receipt of the remuneration exceeding the limits prescribed therein.
The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock 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 and protection at the plant.
The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management 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|
S K Nevatia , Chairman & Managing Director
Uma S Nevatia , Executive Vice Chairperson
Bharat Swaroop , Director
Pawan Kumar Golyan , Director
Company Head Office / Quarters:
Adroit Corp. Services Pvt Ltd
19/20 Jaferbhoy Ind,1st Floor Makwana Rd,Marol Naka,Mumbai - 400 059