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 |