DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the 45th Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March 2014. BUSINESS OPERATIONS & FUTURE OUTLOOK During the period under review, the Company has achieved net sales of Rs.395.63 crore in the Financial Year 2013-14 as compared to Rs. 367.70 crore in the last Financial Year. Based on performance for the year 2012-13, the Company's credit rating has been upgraded by rating agency CARE. Profit before extra ordinary items, interest, depreciation, write-offs and provisions for the year was Rs.10.38 against Rs.11.47 crores during the preceding year. For growth and stability of business, the Company has been focusing mainly on Salora Brand products i.e. LED TVs, SMART TVs, Home Theaters, Tablet Computers, Smart Phones and Feature Phones. Technical reviews of the new products and market response is very good. The Company has plans to start manufacturing and assembling facility for mobile phones in the name of our esteemed brand "SALORA". In order to strengthen our lifestyle division, Company plans to extend our product line in the life-style segment with own brand "Q' Bon". This will meet the requirements of brand conscious consumers. Company has also aligned with online e-commerce players Amazon, Flipkart, Snapdeal, etc. for marketing its products directly to consumers. DIVIDEND During the year under review, your Company has earned profits after tax of Rs. 1.52 crore. To conserve the resources, the Board of Directors has not recommended any dividend for 2013-14. FIXED DEPOSITS The Company has not accepted any deposit during the year under report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statements, it is hereby confirmed that: i) in preparation of the annual accounts for the Financial Year 2013-14, the applicable accounting standards have been followed and there are no material departures; ii) the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit / (loss) of the Company for the year ended on that date; iii) proper and sufficient care has been taken for the maintenance of adequate 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; iv) the annual accounts have been prepared on a going concern basis. DIRECTORS Shri P. N. Mehta, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. It is proposed to re-appoint him in the ensuing Annual General Meeting. Brief resume of Shri P. N. Mehta is given in the Corporate Governance Report. LISTING OF SECURITIES OF COMPANY The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and listing fees for the Financial Year 2014-15 have been paid to both the Stock Exchanges. DEMATERIALISATION Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders w.e.f. 28.08.2000 in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 98% of the total number of Equity Shares being held in the electronic mode with the two depositories. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges is given in "Annexure-I" forming part of this report. A Certificate regarding compliance of conditions of Corporate Governance is annexed. A separate section on Corporate Governance is given in the Annual Report. AUDITORS AND AUDITORS' REPORT M/s. K. Prasad & Co., Chartered Accountants, Statutory Auditors of the Company to hold office till the conclusion of ensuing Annual General Meeting. The Company has received a certificate from them as required by the proviso to Sub-section (1) of Section 224 of the Companies Act, 1956, certifying that their appointment, if made, will be within the limits as specified in Section 224 (1B). There is no qualification in the Auditors' Report. RESEARCH AND DEVELOPMENT Particulars regarding Research & Development are given in the "Annexure - II" in Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forming part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure II" forming part of this Report. SUBSIDIARY COMPANY(IES) The annual accounts of subsidiary of this Company i.e. Salora Components Ltd. are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-III) dated 8th February, 2011. Members who are interested in obtaining the annual accounts of subsidiary Company at any point of time may write to the Company Secretary at the Registered Office of the Company. The annual accounts of subsidiary Company shall be kept available at the head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure III. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 are NIL. ACKNOWLEDGEMENTS Your Directors would like to express their sincere thanks to the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders for the assistance, co-operation and valuable support to the Company. Your Directors also wish to place on record their sincere appreciation for the valuable services of the Executives, Staff and Workers of the Company. For and on behalf of the Board of Directors Salora International Ltd. (Gopal Sitaram Jiwarajka) Chairman & Managing Director Regd. Office: D-13/4, Okhla Industrial Area, Phase - II, New Delhi- 110 020. CIN L74899DL1968PLC004962 info@salora.com Date: 24th May, 2014 |