Thana Electric Supply Company Ltd Directors Report.

DIRECTORS REPORT

The Members

The Thana Electric Supply Company Limited

The Board of Directors submits their report and Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

The synopsis of the Financial Result is as follows,

PARTICULARS 31st MARCH, 2012 31st MARCH, 2011
RS. RS.
Total Income 11,339 11,70,124
Less: Total Expenditure (20,85,983) (25,52,482)
Profit /(Loss) before Taxation (20,74,644) (13,82,358)
Less:-Provision for Fringe Benefit Tax Provision for Income Tax - -
Net Profit / (Loss) after Tax (20,74,644) (13,82,358)
Balance carried to Balance Sheet (20,74,644) (13,82,358)

DIVIDEND:

Your Directors regret their inability to recommend any Dividend on Equity Shares in view of the losses suffered by the Company.

BUSINESS OPERATION:

During the year under review, as the Companys operations were closed, the Company could not make any sales.

Sale deed for the factory at Hyderabad was signed on April 25, 2012 with Bhanu Auto Agencies, Hyderabad.

CONTRACTS AND SALES DIVISION:

During the year under review, Contracts and Sales division could not do any business due to the above said reasons.

TRANSFORMER DIVISIONS (HYDERABAD & SILVASA):

During the year under review, the transformer divisions at Hyderabad and Silvassa have shut down their operations since 8th November 2001 and 8th May 2002 respectively

INDUSTRIAL RELATIONS:

During the year under review, as the Companys operations were suspended due to the reasons given above, the industrial relations were not cordial.

DIRECTORATE:

During the year under review, Mr. Pawankumar Sanwarmal and Mr. Suresh Hemmady and continued to remain the Directors of the Company

Mr. Ramaprasad Margam resigned as Nominee Director of the Company w.e.f . 24/08/2012

Mr. Suresh Hemmady resigned as Managing Director of the Company w.e.f. 14th May 2012 but continues to be a Director on the Board of the Company.

Mr. Suresh Hemmady, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends the reappointment of Mr. Suresh Hemmady as Director fo the Company in the enduing Annul General Meeting.

Mr. Jagat Nanavati was appointed as the Additional Director of the Company on 14th February, 2012 and Mr. Vinayak T. Sarkhot was appointed as Additional Director of the Company w.e.f. 14th May 2012. The Board recommends the appointment of Mr. Jagat Nanavati and Mr. Vinayak T. Sarkhot as Directors of the Company in the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has neither conserved any Energy nor absorbed any Technology.

Foreign Exchange earnings and Outgo during the year was Nil.

AUDITORS:

The Board of Directors recommend reappointment of Sorab S. Engineer & Co. as the Statutory Auditors of the Company for the year 2012-2013 vide Special Resolution as specified in the Notice of the Annual General Meeting

AUDITORS REMARKS:

Replies of the Directors to the comments in the Auditors Report are given in the Annexure.

PARTICULARS OF THE EMPLOYEES:

The Company has no employees to be reported under section 217(2)(A) of the Companies Act 1956 read with Companies (Particulars of Employee) Rules 1975 as amended by the Companies (Particulars of Employees) Amended Rules 2002.

FIXED DEPOSIT:

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

REMUNERATION COMMITTEE:

There was no meeting of the Remuneration Committee held during the year ended 31st March 2012.

SHARES OF THE COMPANY:

The Company shares have been listed in the Bombay Stock Exchange. As required by the SEBI, the shares of the Company have been dematted through CDSL & NSDL. However, we have got the connectivity, through CDSL only. Our R & T Agents and Depository Participant is Adroit Corporate Services Private Limited, 19, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Mumbai 400 059.

SUBSIDIARY COMPANY:

The subsidiary of your Company, the Southern Switchgear Limited, and Chennai is closed. The Annual Accounts for the year ended March 31st 2012 are prepared, Hence the accounts are attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standard have been followed except AS-4 on contingencies and events occurring after balance sheet date, AS-6 on depreciation accounting,AS-10 Accounting for fixed assets,AS-22 accounting for taxes on income, AS- 24 on Discontinuing operations,AS-28 on impairment of assets,AS-29 on provisions, contingent liabilities and contingent assets, AS-18 on Related party disclosures,

b. Appropriate accounting policies have been selected and applied, consistently, and have judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company as at March 31, 2012 and the loss of the Company for the year ended March 2012.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

The Directors wish to thank the Companys esteemed shareholders, customers, financial institutions, bankers, workmen for their contribution and continued support.

For and on behalf of the Board of Directors
Date: -24/08/2012
Place: - Mumbai
Suresh S. Hemmady Jagat S Nanavati
Director Director

Annexure to Directors Report for the Accounting Year ended 31.3.2012 Auditors Observation -

Point of Auditors report Auditors comment Reply by the Board of directors
Point 4 (d) Non Compliance of the Accounting Standards: - AS 4 - AS 6 - AS 10 - AS 22 - AS 24 - AS 28 - AS 29 The Management would like to state that the as the company has no activities, these Accounting Standards are not applicable. However, on the applicability of the same, the company shall undertake the same.
Non Compliance of Accounting Standard 4 (on contingencies and events occurring after balance sheet date) As the Company has shut its operations, depreciation has not been charged on Assets.
Non Compliance of Accounting Standard 6 (on depreciation accounting) The board of directors have discussed and decided that the company shall soon initiate in this respect
Non Compliance of Accounting Standard 10 (Accounting for fixed assets) The board of directors have discussed and decided that the company shall soon initiate in this respect
Non Compliance of Accounting Standard 22 (Accounting for taxes on income) The board of directors have discussed and decided that the company shall soon initiate in this respect.
Non Compliance of Accounting Standard 24 (Discontinuing operations) The board of directors have discussed and decided that the company shall soon initiate in this respect
Non Compliance of Accounting Standard 28 (impairment of assets) The board of directors have discussed and decided that the company shall soon initiate in this respect
Non Compliance of Accounting Standard 29 (provisions, contingent liabilities and contingent assets) As the Company did not have any activities during the above said period, the compliance of Accounting Standard 18 does not arise.
Point 4(e) Non Compliance of Accounting Standard 18 (on related party disclosures) The comments of the Auditor are self explanatory.
Point 4 (f) (i) to M Disqualification under Section 274(1)(g) of the Companies Act, 1956 The Company has closed down its operation indefinitely and due to non availability of funds and manpower, it is difficult of comply with the provisions. Moreover the comments of the Auditor are self explanatory.
Refer the Auditors report

Replies to the observations in the Annexure to the Auditors Report:

Auditors comment Reply by the Board of directors
Auditors observations (i) (a) of the annexure to auditors report As mentioned in the Auditors remark, the Company has maintained all its records properly and the same was provided for inspection to the auditors. Since there were no further activities in the Company, there are no changes to be mentioned in any of the registers mentioned in the remark
Auditors observations (i) (b) of the annexure to auditors report Due to non-availability of personnel, and factories being closed, the physical verification of fixed assets was not possible. However, the management has given the certificate in the financial year ended 31.03.2006 regarding the verification done of the fixed assets and as there are no further activities during the year, the earlier certificates shall be carried forward for the current financial year. However, as mentioned in the auditors remark, a valuation report was given by a Government Registered value dated 13th December 2006 at Hyderabad factory and was produced to the Auditors on "as is where is" basis
Auditors observations (iii) (b) and (c) of the annexure to auditors report The Auditors observation is self explanatory.
Auditors observations (ix) (a) (b), (x) of the annexure to auditors report Due to paucity of funds with the Company, and non operation of the Company, the above non-compliance has taken place. As on the date of the Board Report, all outstanding statutory payments as stated in the point (ix)"(a) are made.