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Hella India Lighting Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
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Year End :2014-03 
Dear Members,

The Directors are pleased to present the 54th Annual Report and the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2014 is summarized below:

                                                         (Rs. in Lakhs)

PARTICULARS                              CURRENT YEAR     PREVIOUS YEAR
                                     ENDED 31.03.2014  ENDED 31.03.2013

Profit/(Loss) after tax but 
before Depreciation & Interest                 207.66          (245.10)
Less: Interest Nil Nil

Profit/(Loss) after tax & 
Interest but before Depreciation               207.66          (245.10)

Less: Depreciation                             214.25            110.27

Profit/(Loss) after tax, 
Interest & Depreciation                        (6.59)          (355.37)

Balance Brought Forward                     (1877.57)         (1522.19)

Transfer from General Reserve 
to Profit and Loss Account                        Nil               Nil

Balance carried over to the 
Balance Sheet                               (1884.16)         (1877.57)
OPERATIONAL PERFORMANCE

During the period under review for 12 months, the Net Operational Revenue of the Company was at Rs. 9004.04 Lakhs as compared to the previous year Rs. 6803.77 Lakhs. The net loss during the period under report amounts to Rs. 6.59 Lakhs as compared to the previous year's net loss of Rs. 355.37 Lakhs.

DIVIDEND

The Company has operational losses during the year and considering the huge accumulated losses of past years, your Directors do not recommend any dividend.

SUBSIDIARIES

During the year the Company did not have any subsidiary.

DIRECTORS

During the year, Mr. Akhilesh Kumar Maheshwari resigned as Director w.e.f. 26th September 2013.

Further, Mr. Avinash Razdan Bindra was retiring as a Director and he was reappointed as rotational Director in the previous Annual General Meeting which was held on 27th September 2013.

In the ensuing Annual General Meeting, Dr. Gunther Schmidt shall be retiring by rotation, being eligible, he has offered himself for the reappointment and which shall be placed before the members of the Company for re- appointment as Director liable to retire by rotation.

Pursuant to the provisions of Companies Act 2013, it is proposed to appoint Mr. Guido Johannes Christ and Mr. Avinash Razdan Bindra as Independent Director in the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149 of the Companies Act 2013, and under Clause 49 of the Listing Agreement with Stock Exchanges.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given in the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

c) That the Directors had taken proper and sufficient care 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.

d) That the Directors had prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDITORS &THEIR REPORT

The Statutory Auditors of the Company, M/s B S R&Co. (LLP), Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 139 (1) of the Companies Act, 2013 and related rules thereof.

The matter of emphasis given by the Auditors in their report has been noted and the comments of the Directors on the same were as under:

Auditor's qualification read as under:

Basis of our examination of the records of the Company, undisputed statutory dues on account of Income Tax, Provident Fund and Employee's State Insurance had not been regularly deposited with the appropriate authorities.

Management's reply on auditor's reservation/adverse remark read as under:

Your Company always try to adhere the statutory time lines provided for depositing the statutory dues. However, on certain occasions, due to unavoidable reasons, there were delays in depositing certain Statutory Dues. Your Company will take every step to avoid it in future and would also try to maintain high level of accuracy for such compliances.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Section 58A of the Companies Act, 1956, during the year under review.

MODERNISATION OF DERABASSI PLANT

Considering the new business opportunities and to become a technology driven Company, your Company has invested in the modernization and up gradation of its Derabassi plant.

INDUSTRIAL RELATIONS

Relations with the work force of the Company at all location remained cordial throughout the year. The Directors wish to place on record their appreciation of the sincere and devoted efforts of the Management, Staff and Workers during the period under review.

STATUTORY DISCLOSURES

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure I and forms part of this report.

DELISTING OF SECURITIES

Securities Appellate Tribunal (SAT) by its order dated 27th May 2008 allowed the Company to delist its securities from BSE. Few shareholders had made an appeal in the Hon'ble Supreme Court of India against the SAT order. The matter was heard by Hon'ble court on 23rd July 2014 and the next hearing is expected on 25th August 2014.

OPERATIONS AT MAHIWALA PLANT, PUNJAB

Due to proposed modernization of Derabassi Plant in April - May 2013, few processes had been shifted to Mahiwala plant in Punjab (taken on lease by your Company). However, after the modernization, those processes were again transferred to Derabassi plant in current financial year. Hence the unit of Mahiwala, Punjab was closed in the month of May 2014.

COST AUDITOR FOR FINANCIAL YEAR 2014-15

Pursuant to "The Companies (cost records and audit) Rules, 2014", your Company is not required to appoint Cost Auditor for financial year 2014-15 as your Company is not falling under any of the criteria as prescribed under above rules.

ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibility. Accordingly, the Company places emphasis on compliance with pollution norms.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Details as required under Management Discussion and Analysis Report are appended as Annexure II.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Clause 49 of Listing Agreement with Stock Exchanges is annexed as Annexure III titled as "Report on Corporate Governance" to this Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report as Annexure IV.

ACKNOWLEDGEMENT

Your Directors are grateful to the Banks, Shareholders, Customers, Distributors, Authorized Dealers and all other business constituents for the valued co-operation and support extended by them to the Company during the year under review. Your company is very much grateful to Hella KGaAHueck & Co. for their continuous support.

Your Directors sincerely wish to thank the workers, staff and executives of the Company for the continuous hard work putin by them.

                    For and on behalf of the Board of 
                      Hella India Lighting Limited

                       Sd/-                     Sd/-
              (Rama Shankar Pandey)      (Gunther Schmidt)
                Managing Director           Director
                 (DIN: 02848326)          (DIN: 03275140)
                Place: New Delhi      Place: Lippstadt, Germany
             Date: 13th August 2014    Date: 25th August 2014

 
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