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The Directors present their 20th Annual Report for the accounting year
ended on 31st March, 2006:
Financial Results
Particulars Year Ended Year Ended
31st March, 2006 31st March, 2005
(Rs. in lacs) (Rs. in lacs)
Sales 12045 10568
Other Income 439 84
Gross Profit (PBDIT) 937 950
Financial Expenses 891 753
Depreciation & Write Off 487 322
Profit / (Loss) before Taxation (441) (125)
Exceptional Items {gain/(loss)> (183) -
Add/ Less Previous Year Adjustment 554 15
Profit/(Loss) before Taxation (70) (110)
Provision for Taxation 15 -
Profit/(Loss) after Taxation (85) (110)
Deferred Tax Credit 466 (430)
Balance brought forward (5855) (5314)
Earlier Year Income Tax Adjustments (7) -
Surplus/ (Deficit) carried to Balance Sheet (5481) (5855)
Operations
During the year under review the Company has maintained high level of
sales of Rs. 12045 lacs and leadership position in the market.
Continuous emphasis has been given to improve product quality & to
increase profitability through various innovative techniques and
financial restructuring. The Company has received a export order from
Ford Motors for supply of parabolic springs. The Company has been able
to cut down its losses from Rs.2109.34 lacs in year ending 2001 to Rs.
85 lacs on continuous basis.
Preferential Issue to Clear Water Capital Partners (Cyprus) Limited
M/s Clear Water Capital Partners (Cyprus) Limited (CCP) had acquired
2503295 equity shares (14.50% equity stake) of Rs. 10/- each in the
Company by way of a preferential allotment made to them in the month of
June 2006 at a premium of Rs.62/= per equity share. CCP also subscribed
to 3590455 convertible debentures of the Company at a price Rs.72/=
each debenture. The Promoters of the Company subscribed to 2083333
convertible warrants at a price of Rs. 72/= each warrant. The
convertible debentures and warrants are fully convertible into equity
shares of the Company with a period of 18 months from the date of their
allotment.
Dividend
In view of losses your directors are not recommending any dividend.
Business Prospects
As per the Economic Survey 2005- 2006, during the last four years the
automobile industry has been maintaining a steady annual growth rate of
over 15%. Export is having the most thrust area and during the last two
years export of automobiles has grown significantly. The Company
continues to lay stress to increase its share in both domestic and
export market. Subsidiary Company
As required under Section 212 of the Companies Act, 1956, the Statement
and Annual Accounts of both the subsidiary companies namely JPSL
Marketing Limited and Jai Suspension Systems Limited are annexed.
Fixed Deposit
During the period under review the Company has not accepted or renewed
any public deposits. Conservation of Energy, Technology Absorption &
Foreign Exchange
The particulars as prescribed under Section 217 (1) (e) of the
Companies Act, 1956, read with Companies (Disclosures of particulars in
the Report of the Board of Directors) Rules, 1988 are set out in the
Annexure T and form an integral part of this report.
Personnel
There is no employee drawing remuneration in excess of limits
prescribed under section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rule, 1975.
Directors
During the year under review Mr. C. K. Vohra and Mr. U. K. Singhal
joined the Board of Directors as Independent Directors. Mr. Robert
Petty was also induced in the Board as nominee of Clear Water Capital
Partners (Cyprus) Limited.
In accordance with the applicable provisions of the Companies Act,
1956, Mr. B. S. Jauhar, Chairman and Seth Ashok Kumar retires by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for re-appointment.
Auditors
M/s A. K. Kalia & Associates, Chartered Accountants, Chandigarh retires
at the conclusion of the forthcoming Annual General Meeting and have
confirmed their eligibility and willingness to accept the office, if
re-appointed. The report of the Auditors read with the notes on
accounts being self-explanatory needs no further clarification.
Report on Corporate Governance
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure II and forms an integral part of this
report.
Directors Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement,
directors confirm that:
(a) The Annual Accounts for the financial year ended 31st March 2006
are in conformity with the requirements of the Accounting Standards
issued by the Institute of Chartered Accountants of India and no
material departure from the same have been made;
(b) Such, Accounting Policies has been selected and consistently
applied and judgments & estimates made 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 financial year 31st March 2006 and of the loss of
the company for that period;
(c) Proper and sufficient care was taken 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
& detecting any form of fraud and other irregularities;
(d) The Annual Accounts for the financial year ended 31st March 2006
have been prepared on a going concern basis. Appreciation
Your Directors acknowledge with gratitude, the support extend and
confident shown by Bankers, Financial Institutions, Lenders, Government
and by NHK Spring Co. Limited, Japan. The Directors also place on
record their appreciation for the contributions made by the employees
at all level.
For and on behalf of the Board
Place : New Delhi (B. S. Jauhar)
Date : 04.09.2006 Chairman |
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| Source : Dion Global Solutions Limited | |
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