| 1. General Company Information.
The Company was incorporated on 08-02-1995, engaged in business of
manufacturing printed circuit boards. The Company is having its
manufacturing plants at Gandhinagar in the State of Gujarat, INDIA.
2. Terms/right attached to equity share
The company has only one class of equity share having a par value of
Rs. 10/- per share. Each holder of equity shares is entitled to one
vote per share. The company declares and pay dividends in Indian
rupees. The dividend proposed by the Board of Director is subject to
the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holder of equity shares
will be entitled to received remaining assets of the company, after
distribution of all preferential amounts. the distribution will be in
proportion to the number of equity shares held by the shareholders.
3. Buy-back of equity shares:
As per the approval by way of resolution passed in the meeting of the
Board of Directors of the Company on 23rd October, 2013 in accordance
with the provisions of the Companies Act, 1956 and Securities and
Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as
amended), the Company offered to buy-back its equity shares of face
value of Rs. 10/- each, to the extent of less than 10% of the paid-up
equity share capital and free reserves of the Company, upto a maximum
amount of Rs. 1,50,00,000/- at a maximum price of Rs. 8/- per share
from open market. Pursuant to this, the Company has, during the year
ended 31st March, 2014 bought-back 18,30,984 equity share at price of
Rs. 8/- per equity share, utilizing a sum of Rs. 1,46,47,872 (excluding
other expenses). On account of buy-back of shares, the Company has
created :(a) Capital Redemption Reserve of Rs. 1,83,09,840/- towards
the face value of 18,30,984 shares of Rs. 10/- each by way of
appropriation against General Reserve and (b) Capital Reserves of Rs.
36,61,968/- towards the profit of Rs. 2/- per share on buy back of
shares. In terms of the provision of Section 77A of the Companies Act,
1956 and SEBI (Buy Back of Securities) Regulations 1998 (as amended),
the Company has completed extinguishment of 18,30,984 shares as on 31st
December, 2013.
4. Aggregate number of shares bought back during the period of five
years immediately preceding the reporting date is 18,30,984/-
(31-03-2014 : 18,30,984/-) equity shares.
4. RELATED PARTY DISCLOSURES
As per Accounting Standard 18, the disclosure of transactions with the
related parties as defined in accounting standard are given below:
(i) List of related parties where control exist and related parties
with whom transactions have taken place and their relationships
Sr. No. Name of the Party Relationship
1 Paresh N. Vasani Key Managerial Personnel
2 PCB Power (India) Ltd. Subsidiary company
3 PCB Planet (India) Ltd.
Company in which Key Managerial
4 Eurocircuits India Ltd. Personnel are Directors
6. CONTINGENT LIABILITIES NOT PROVIDED IN RESPECT OF:
(Amount in Rs.)
Year ended Year ended
31-03-2015 31-03-2014
i) Tax matters,
- Disputed liability in respect of
Income-tax demands - 2,984,020
(including interest)(Matter
under appeal)
- Disputed in respect of time
limit for deferment of Sales Tax - -
liability (Amount not quantified
and Matter under appeal)
7. Details for exceptional items are as follows.
(i) The company has debited Rs. 2,96,27,916/- as write off for obsolete
inventories and spares. The company has conducted detailed verification
of its inventory during this financial year to find out stock which has
become obsolete or whose economic value has become Nil. The company had
accumulated significant quantity of stocks and spares which had book
value but could not be used by the company for manufacturing and
maintenance purpose because of its odd size, shape or other factors.
Hence, economic value of such stocks has practically become zero for
the company. During the year, company carried out exercise to find such
obsolete inventories and discard them, in order to reflect more
realistic position of the inventory. Accordingly, the company has
reduced value of Rs. 2,96,27,916/-in its closing inventory as on 31
March 2015.
(ii) The Company has debited Rs. 2,30,05,998/- as bed debts in
exception items. The company had accumulated balance in receivables
which was long overdue but had not received since long. The payments
were pending due to various reasons such as quality disputes, rate
disputes, receivables being unresponsive and other reasons. The company
had made detail assessment of recoverability of each receivable and
decided to write off those balances which cannot be recovered even
after considerable efforts. During year, the company has written off
Rs. 2, 30, 05,998/- for various irrecoverable balances.
(iii) The company has made provisions of Rs. 1, 50, 00,000/- in respect
of disputed legal matters of other for which the company was served
notice as a second party. The board has assessed likely liability which
may arise out of the settlement of this suit. The Board has agreed to
create provisions for anticipated liability pending final disposal of
matters by court.
Total debits in exceptional items is Rs. 6,77,23,898/- which is of
non-recurring nature and is not expected to be repeated in foreseeable
future.
8. The Company has considered manufacturing of various grade of PCB
as Single Segment and hence Primary Segment Disclosure is not
applicable. With respect to second geographical segment management has
view that there is no material risk is attached with geographical
operation of the Company and hence considered as single segment.
9. Previous year's figures have been reworked, regrouped, rearranged
and reclassified wherever necessary.
10. Balances in respect of trade receivables, loans and advances and
trade payables are subject to confirmation from the respective parties
and reconciliation, if any.
11. In the opinion of the management, the Current Assets, Loans and
advances are realizable at the values stated in the financial
statements in the ordinary course of business and adequate provision
for all known liabilities has been made in the accounts.
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