The Directors present the Twenty Seventh Annual Report on the
operations of your Company together with Annual Audited Accounts for
the year ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in Lacs)
Current Year Previous Year
Sales 2106.61 1425.39
Profit/(Loss) before Financial
Charges & Depreciation 45.07 40.56
Less : Financial Charges 7.00 18.27
Less : Depreciation 58.36 57.83
Profit/(Loss) Before tax (20.29) (35.54)
Provision for Tax -- --
Profit/(Loss) after tax (20.29) (35.54)
Add : Brought forward Profit/(Loss) (2100.63) (2065.08)
Less : Income Tax adjustment/ Prior period
Adjustment -- --
Balance Carried to Balance Sheet (2120.92) (2100.63)
During the year under review, the total sales of your Company increased
from Rs.1425.39 lacs to Rs.2106.61 lacs, registering a growth of 48%
over previous year. The Profit before financial charges and
depreciation amounted to Rs.45.07 lacs as compared to Rs.40.56 lacs in
the previous year. The Net Loss after tax reduced to Rs.20.29 lacs from
Rs.35.54 lacs in the previous year. Your Company is now focusing on
Lighting Electronics business.
Your directors regret their inability to propose any dividend in view
of the loss for the year under review.
CURRENT YEAR''S PERFORMANCE
The Company is focusing on Lighting Electronics business. In the 1st
quarter ending June, 2012 the Company has done sales of Rs.367.19 lacs
compared to Rs.395.87 lacs for the corresponding period last year. The
Company is hopeful of improving the situation substantially in coming
quarters as it is in process of expanding the product range to include
CFL Lamps and CFL Circuits in near future.
RESEARCH & DEVELOPMENT
The Research and Development Centre of your Company has been providing
useful support towards developing of new products and improving quality
of existing products. We have successfully developed many products in
Lighting Electronics Industry which have been approved by International
Certification Laboratory of Osram.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The detailed information as required Under Section 217(1) (e) of the
Companies Act, 1956 read with Companies (disclosure of particulars in
report of the Board of Directors) Rules 1988, is enclosed as per
Shri Aijaz Ghaffar will retire at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. DIRECTORS''
In pursuance of Section 217(2AA) of the Companies act, 1956, the
Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act, 1956.
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. that the directors had selected such accounting policies and
applied them consistently and made judgements 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 2012 and of
the loss of the company for that period;
3. that 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 detecting fraud and other irregularities;
4. that the directors had prepared the Annual Accounts on a going
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to
clause 49 of the listing agreement, as a part of this report is annexed
hereto as Annexure - II.
In compliance with the clause 49 of the Listing Agreement with the
Stock Exchange(s), the Board had constituted / reconstituted the
Share Transfer and Shareholders Grievance Committee.
These Committees met as and when required & assisted the Board in
fulfilling the responsibilities towards Shareholders relating to
Corporate Governance. A detailed Corporate Governance Report is annexed
as Annexure III.
The Auditors'' Certificate of compliance with the requirements of
Corporate Governance is attached to the report on Corporate Governance.
A Certificate has been given by the Chairman & Managing Director and
Manager (Finance & Accounts) to the Board, as per requirement of Clause
49 (V) of the Listing Agreement.
REFERENCE TO BIFR
The Company was declared Sick in April, 2006 by Hon''ble Board for
Industrial & Financial Reconstruction (BIFR) and Bank of India had been
appointed as Operating Agency to work out a Rehabilitation Plan and
submit the same to the Hon''ble BIFR. The Company had submitted a draft
rehabilitation scheme to Bank of India which was forwarded to Hon''ble
BIFR after necessary changes. Hon''ble BIFR has circulated the scheme
vide its order dated 8th June 2012 to all concerned for seeking their
The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the
Statutory Auditors of the Company, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
The Auditors in their report have invited attention on Note No.2f & g
of Notes on Accounts-Note No.16 & 34. The notes are self-explanatory.
However directors would like to inform you that
i) Regarding receivables outstanding for more than 6 months, management
is trying its best to recover the receivables in full, hence no
provision has been made.
ii) Regarding Non provision for interest on outstanding amount due to
banks, the directors are of view that the draft rehabilitation scheme
circulated by the Hon''ble BIFR, will be accepted and as such interest
expenses for the year has not been provided.
The employee relations in your company continues to be excellent.
Employee participation in various improvement programs initiated by the
company is encouraging.
PARTICULARS OF EMPLOYEES
Provisions of section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable
since there are no employees drawing remuneration exceeding limits
The Company has obtained the Compliance Certificate pursuant to 383A of
the Companies Act, 1956 from a Practicing Company Secretary.
Your Directors are grateful to the various Government Authorities,
Financial Institutions and Banks, Business Constituents and
Shareholders for their continued co-operation and support to the
Your Directors also express their deep appreciation of the devoted and
unstinted services tendered by workers, staff and executive at all
Registered office: For and on behalf of the
C-41, Defence Colony, Board of Directors
New Delhi - 110 024
Date: August 13, 2012 S.K. MALIK
CHAIRMAN & MANAGING DIRECTOR