BOARD REPORT TO THE MEMBERS: Your directors have pleasure to present the Forty Fourth Annual Report of the company together with the Audited Statement of Accounts for the year ended on 31st March, 2015. State of Company's Affairs: Due to sluggish market conditions, the company is operating at low level. Your directors expect that there will be a turnaround in future. Subsidiaries, Joint Ventures or Associate Companies: The company has no subsidiary, joint venture or an associate company. Accordingly, information in prescribed Form AOC-1 is not required. Material Changes and Commitments: There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3)(l) of the Companies Act, 2013. Change in the Nature of Business: During the year, there was no material change in nature of business of the company. Dividend: Your Directors are not in a position to recommend dividend as the company is incurring losses for past 7 years. Reserves & Surplus: The current year loss of Rs.2563410 has been given effect to under the head Reserves & Surplus of the Balance sheet. Directors: During the year, Mr. Alok Nagory has resigned from directorship of the company and Mr. Mahabir Prasad Sharma has been appointed as the Independent Director of the company. Auditors The Company's Auditors, M/s B.C. Jain & Co., Chartered Accountants, Kanpur who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith as Annexure 2. Deposits: The company does not have any public deposits Particulars of Loans. Guarantees or Investment: The company has not given any loan or guarantee during the year under review. The investments made during the year are within the limits prescribed under Section 186 of the Companies Act, 2013. Related Party Transactions: The company has not entered into any transactions with related party. Accordingly, information in prescribed Form AOC-2 is not required. Comments by Board: The reports of Statutory Auditors and Secretarial Auditors do not require any comments from directors as there are no qualification, reservation, adverse remark or disclaimer. Managerial Remuneration: 3. Percentage increase in the median remuneration of employees in the financial year: NIL 4. Number of permanent employees on the rolls of company: 18 5. The company is giving statutory increase in average remuneration of workers since the company is incurring losses. 6. There is no increase in remuneration of Key Managerial Personnel. 7. There is no variable component in remuneration availed by the directors. 8. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year 9. We confirm that the remuneration is as per the remuneration policy of the company 10. The Company has no employee including the directors of the company who are in receipt of remuneration in excess of Rs. 5 lacs per month or Rs. 60 lacs per annum. Directors Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and 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 profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Declaration by Independent Directors: The Company has received declaration from all independent directors in accordance with the provisions of Section 149(6) of the Act, whose names are as under: 1. Mr. K.D. Gupta 2. Dr. Atul Kapoor 3. Mr. M.P. Sharma Audit Committee: The audit committee comprises of following directors: 1. Mr. Pradip Kumar Bhargava 2. Mr. K.D. Gupta 3. Mr. M.P. Sharma The recommendations of audit committee have been accepted by the company. Nomination and Remuneration Committee: The Board of Directors have framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. Risk Management Policy: The Company has Risk Management committee of Directors to have a system of Risk Management, inter alia, to review it periodically. Vigil Mechanism/ Whistle Blower Policy: The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behavior and provide safeguards to whistle blower. Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013: The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy Corporate Social Responsibility: The provisions of Corporate Social Responsibility under Companies Act, 2013 are not applicable. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: A) Conservation of Energy The operations of the Company are not energy intensive therefore no capital investment has been made on energy conservation equipments during the year. The company has endeavoured to conserve energy consumption, wherever feasible and has not utilized alternate sources of equipments. B) Technology Absorption No new technology has been imported during last 3 years as the orders received by the company are gradually declining. However, the technology for Transistorized Converters, other equipments and parts of Induction Heating Machines imported has been fully absorbed. The Company is working to develop low cost Medium Frequency IGBT Converters for Induction Heating applications and to design & develop special purpose with automation machines for major customers. Due to the efforts for new developments in electronics systems and Up-gradation of NC/CNC control machines, new lighter duty designed hardening machines were introduced with cost reduction. Low cost IGBT High Frequency Converters were developed as well as technology was upgraded and delivery time reduced C) Foreign Exchange Earnings and Outgo 1. Activities relating to export, initiatives taken to increase exports and development of New Export market 2. Foreign exchange outflows: Rs. 2.93 lacs (previous year Rs. 15.90 lacs) 3. Foreign exchange inflows: Rs. 10.36 lacs (previous year Rs. 8.65 lacs Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future: There are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and company's operations in future. Acknowledgment: Your directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year. On behalf of the Board P.K. Bhargava Chairman & Managing Director DIN: 00268103 Address: 28-Chandra Vihar, Lakhanpur, Kanpur Date: 28* May, 2015 Place: Kanpur |