| TO THE SHAREHOLDERS
The Directors present their Annual Report together with Audited
Accounts of the company fortheyear ended 31st March, 2014
FINANCE AND ACCOUNTS
2014 2013
Rs in lacs Rs in lacs
a) Revenue from operations 1232.08 1249.63
b) Other Income 0.34 8.19
1232.41 1257.82
Operating Profit (loss) before
Extraordinary items and Tax 66.00 130.67
Less: Depreciation amortiztion 138.65 151.61
Less: Extraordinary items (67.48) 0
Less: Provision for Income Tax (net) 0 0
Add/Less: Deferred Tax (credit) (1.10) (7.86)
Profit for the year after tax (4.07) (13.08)
Add: Profit b/f from previous year (2.09) 10.99
Balance carried to Balance Sheet (6.16) (2.09)
Your Directors have to inform that the due to continuing slow down in
automotive industry, the turnover of the company was marginally reduced
over the previous year from Rs. 1249.63 lacs to Rs. 1232.08 lacs.
However exports have increased by 58% to Rs 314.76 lacs. The EBITDA for
the year under review taking into consideration of extra ordinary items
of prior period receipts/increase in salaries, etc.; is Rs.266.43 lacs
as against Rs. 269.36 lacs in previous year. The Company is trying to
offset the adverse impact of the demand recession in India by
increasing the exports.
In view of slowdown in Automotive Industry which consists of 70% of
company's turnover and looking to the current trend in the sector, the
company has made an application to its bankers, Bank of India, for re-
schedulement of future installments of term loans due to negative
working results and inadequate cash flows to meet and honour the
current and future burden of installments which are higher from current
year and the past years. The proposal is under consideration by the
Bank.
AUDITORS
Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN
110271W the retiring auditors are eligible for re-appointment. The
Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141{3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Notes on Financial Statements
referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
COST AUDITORS
The Company has appointed M. R. Pandit & Co., Cost auditors for
conducting the audit of cost records of the Company for the financial
year 2013-14:
DIRECTORS
Shri Kunal S. Bafna was appointed as Whole time Director w.e.f. 10th
October, 2013, subject to approval of shareholders. The necessary
resolutions for your approval to the appointment of Shri Kunal S.
Bafna as Whole time Director of the company have been included in the
notice to the ensuing Annual General meeting. The Directors commend his
appointment
Shri R. Mazumdar, Managing Director of the company ceases to be
Managing Director w.e.f. 01.04.2014 due to his incapacity and
continuing major illness from 17.02.2014 and therefore he is deemed to
have vacated the office of Managing Director. The Board appreciates for
his long association and tenure with the company of over four decades
during which he has worked tirelessly for the company, improved its
performance over the years and has successfully implemented various
modernization/expansion plans of the company. The Board wishes him all
the best in speedy recovery of his health.
Shri Mohan Z. Kothari, Jt.Managing Director has been appointed as
Managing Director for the balance term of 2 years w.e.f. 1st April 2014
by the Board of Directors on the same terms and conditions as approved
by the Board and shareholders in the last AGM save and except the cha
nge in designation as Managing Director in view of
Shri R. Mazumdar ceasing to be Managing Director. The notice convening
the Annual General Meeting includes the proposal/terms for his
appointment and payment of remuneration as Managing Director. The
Directors recommend his appointment.
EMPLOYEE RELATIONS
Your Directors would also like to place on record their appreciation
for the services rendered by all categories of the company's employees.
BANKER
Your Directors would like to place on record their appreciation for the
pro-active support and assistance given by the banker, Bank of India
and look forward to receive their continued support and assistance.
DIRECTORS' RESPONSIBILITY STATEMENT
The company is in compliance with various accounting and financial
reporting requirements in respect of the financial statements for the
year under review. Pursuant to Section 217 (2AA) of the Companies Act,
1956, and in respect of the annual accounts for the year under review,
the Directors hereby confirm that:
a) In preparation of annual accounts, the applicable accounting
standards have been followed save and except those mentioned in the
Notes forming part of Accounts.
b) They have in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 loss of the company for that year.
c) Proper and sufficient care for 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 frauds and others irregularities have been taken to the best
of their knowledge and ability.
d) The annual accounts have been prepared on a "going concern basis".
CORPORATE GOVERNANCE
The requirements of Corporate Governance are not applicable to the
company in view of its paid-up capital being less than the limits
specified forthe purpose by the authorities.
ADDITIONAL INFORMATION
a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information required u/s 217(l)(e) of the Company's Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1988 with respect of these matters is
appended hereto (Annexure 1) and form part of this report.
b) No information is to be furnished pursuant to provisions of section
217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of
Employees) Rules, 1975 as there are no employees including Whole Time
Directors drawing remuneration in excess of the limits prescribed in
the said section/rules.
c) The company has obtained a Compliance Certificate from a Company
Secretary in whole time practice as required under sub-section (1) of
Section 383A of the Companies Act, 1956 which is enclosed herewith
forming part of Directors' Report.
By Order of the Board
(M.Z.KOTHARI)
MANAGING DIRECTOR
(RAHUL DUGAR)
DIRECTOR
PLACE: Mumbai
DATED: 31st May, 2014
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