Lumax Automotive Systems Ltd Under Liquidation Directors Report

To the members of

LUMAX AUTOMOTIVE SYSTEMS LIMITED

Your Directors have pleasure in presenting the 14th Annual Report together with audited accounts of the Company for the year ended 31^st March 2014.

Financial Results

The performance of the Company for the financial year is summarized as under:

		Rs in million
	2013-2014	2012-2013
SALES (excluding excise duty)	7785.62	1119.08
Profit (before interest, dep. & tax)	60.75	161.23
Exceptional Item	2.68	93.38
Interest	11.32	90.41
Depreciation	34.80	(4.41)
Tax provision	36.85	6.86
Profit/Loss after tax	(65.70)	15.79

 

Dividend:

No dividend is recommended for this financial year by the Board due to the losses in the Company

Operations:

Your Company’s total turnover during the year under review was Rs.785.62 million as compared to Rs.1119.08 million during the previous year.

Directors:

In accordance with the requirement of the Companies Act, 2013, Mr. Umesh Kumar Jain is liable to retire by rotation and being eligible offer himself for reappointment.

Mrs. Suman Agrawal was appointed as an additional director designated as an Independent Director w.e.f August 26, 2014 and she shall hold office up to the date of ensuing annual general meeting. The Company has received requisite notice in writing from the member proposing Mrs. Suman Agrawal as an Independent Director.

Mr. Prem Das Gandhi has been associated with the company as a director for about 6 years and 3 months. He resigned from the directorship of the company with effect from August 14, 2014. The directors placed on record their appreciation for the valuable advices given by them during his tenure as an Independent Director of the Company.

The board of directors of the Company has proposed the appointment of Mr. Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya, as independent directors of the Company, for a period of 5 years, effective from the date of their appointment, as such by the board. The Company has received requisite notices in writing from member proposing Mr. Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya for appointment as Independent Director. Upon the approval of the shareholders to their appointment, as an Independent Director, the appointment of Mr. Rajendra Prasad Agrawal, Mr. Vinay Mansukhlal Panchamiya and Mrs. Suman Agrawal, as such, shall be formalized by Board by issuing a letter of appointment to them.

Brief resume of the directors re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of board committees, shareholding and relationships between directors inter-se, as stipulated under clause 49 of the listing agreements with the stock exchanges, are annexed elsewhere in this report.

Auditors and Auditors’ report:

M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment and have confirmed that their reappointment if made, shall be within the limits of the section 224 (1B) of the Companies Act, 1956. The board recommends the reappointment of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.

The observations of the Auditors in their report are self-explanatory and do not call for any further comments from the directors.

Cost Auditors

The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors for conducting the cost audit for the financial year 2013-14

Management Discussion and Analysis Report

A report on Management Discussion and Analysis as required under clause 49 of the listing agreement is annexed elsewhere.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

Deposits:

During the year the Company has not accepted or invited any deposit from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Director’s Report.

However, having regard to the provisions of section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount laying with the Company as on 03/10/13 on the Ministry of Corporate Affairs website.

Listing:

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has been complying with all the clauses of the listing agreement and the Company has paid the requisite listing fees to both the stock exchanges.

Disclosure u/s 217(1)(e):

Information as per section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988, details are given below:

Conservation of energy:

The Company has always been conscious about the need for conservation of energy. Electricity and Fuel consumption per unit of production were monitored regularly at all the manufacturing plants and corrective actions have been taken wherever needed.

Technology absorption:

In filter segment, the Company has obtained technical assistance from Toyo-Roki Manufacturing Company Ltd., Japan.

Foreign Exchange Earning and Outgo:

This information is given in notes to accounts at point No.7and 8.

Directors’ Responsibility Statement u/s 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors based on the representation received from the operative management, confirm that:

i) in the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures (Subject to point no. 4 (d) of the auditors report) ;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the losses of the Company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a going concern basis.

Industrial Relation:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

Acknowledgement:

The board wishes to thank the Company’s esteemed customers, associates, suppliers, its shareholders, investors and financial institutions for their continued support and co- operation.

Place: New Delhi	For & On behalf of the Board of Directors
Date: 26/08/2014	U. K. Jain	Nitin Jain
	Chairman	Managing Director