We are delighted to presentthe report on ourbusiness and
operations for the year ended March 31.2011.
FINANCIAL PERFORMANCE (Rs in lacs)
Particulars 2010-11 2009-10
Sales 16133 10678
Profit before depreciation 3679 2221
Depreciation 1242 1119
Profit before tax 2437 1102
Provision for taxation 578 286
Profit aftertax 1859 816
EPS(inRs.) 2.27 1.32
Paid up Equity Share capital 1636 1083
Reserves 12839 11723
Dividend (in percentage) 25 25
For detailed analysis of the performance, please refer to managements
discussion and analysis section of the annual report.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.0.50/- per
equity share of Rs.2/- for the financial year 2010-11. The dividend, if
approved at the ensuing Annual General Meeting, will be paid to those
shareholders whose name appear on the register of members of the
Company as on 28th July, 2011.
TRANSFERTO RESERVES
Your Directors have proposed to transfer Rs.200 leas to the General
Reserve retaining Rs.1185 lacs in the Profit and Loss account.
DEPOSITS
Your Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Dr.Shiban
K Koul, and Mr.B.Malla Reddy, Directors retire
by rotation and being eligible offer themselves for re-
appointment.
The brief resume/details relating to directors who are to be
re-appointed are furnished in the Corporate Governance section.
DIRECTORS RESPONSIBIUTYSTATEMENT
As required under section217(2AA)of the Companies Act,1956, the Directors
confirm that:
- In the preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relatingto
materialdepartures;
- 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 financialyear and of the profit or loss
of the Company forthat period;
- 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 detectingfraud and other irregularities;
- The Directors had prepared the annualaccounts on a goingconcern
basis.
PARTICULARS REGARDING SUBSIDIARY COMPANY
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors report, Balance sheet and Profit and Loss account
of our subsidiary i.e., Komoline Electronics Private Limited. The
Ministry of Corporate Affairs, Government of India vide its circular
no.2/2011 dated February 8,2011 has provided an exemption to companies
from complying with Section 212, provided such companies publish the
audited consolidated financial statements in the Annual Report.
Accordingly, the Annual Report 2010-11 does not contain the financial
statements of our subsidiary. The auditedannualaccountsand related
information of oursubsidiary,whereapplicable,willbemadeavailable upon
request. These documents will also be available for inspection during
business hours at our registered office in Hyderabad.
The Company is in the process of selling its investment sheold in the
subsidiary company.
INCREASE IN SHARE CAPITAL
The Board of Directors allotted during the year 2,72,75,075 Equity
shares of Rs.2/- each as Bonus Shares in the proportion of one bonus
share for every two shares held. The allotment of the Bonus shares was
done on 31st December, 2010. As a result of this, the outstanding
issued, subscribed and paid up equity shares increased from 5,45,50,150
to 8,18,25,225 shares as at March 31,2011.
AUDITORS
The Statutory Auditors M/s Amar & Raju, Chartered Accountants,
Hyderabad, retire at this Annual General Meeting. The Company is in
receipt of confirmation from the Statutory Auditors that in the event
of their reappointment as Statutory Auditors of the Company at ensuing
Annual General Meeting, such reappointment will be in accordance with
the limits specified in sub-section (IB) of Section 224of the Companies
Act, 1956.
As regard Auditors observations, relevant notes on accounts are self
explanatory and therefore, do not call for any furthercomments.
DISCLOSURES
Disclosures in terms of Companies (Disclosure of Particulars in report
of the Board of Directors) Rules, 1988 in respect of Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are
attached (Annexure I) and forms part of this report.
CORPORATEGOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. A report on
corporate governance along with the statutory auditors certificate and
a management discussion and analysis report forms part of this annual
report.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended the names and other particulars of employees are set out in
Annexure II to the DirectorsReport.
EMPLOYEE RELATIONS
Employee relations were cordial during the year and the Board would
like to place on record its appreciation to all the employees of the
Company fortheirdedicated services and performance in qualitative and
quantitative parameters.
ACKNOWLEDGMENTS:
Your Directors express their gratitude to all investors, customers,
vendors, banks and regulatory and governmental
authoritiesfortheircontinued support.
For and on behalf of the Board of Directors
Mr. B. Malla Reddy Mr. P. A. Chitrakar
Managing Director COO
Hyderabad
27th April, 2011
|