Dear Members,
The Directors have pleasure in presenting to you the Thirty Eighth
Annual Report and the Audited Accounts for the Financial Year ended
31st March, 2011.
FINANCIAL RESULTS :
(Rs.in lacs)
Year ended Year ended
31.03.2011 31.03.2010
Operational Income (Gross) 16951 14186
Profit before Depreciation and Financial 2487 3341
cfharges
Less : Financial Charges 748 349
Depreciation 926 686
Net Profit Before Tax 813 2306
Less : Provision for Taxation
- Deferred Tax 97 220
: Provision for W ealth Tax 7 7
Profit After Tax 709 2079
Less: Prior Year Expenses 1 8
Add : Prior Year Income - 5
Add : Prior Years Tax Adjustments 1 4
Add : Balance Brought Forward 3656 1576
Profit Available for Appropriations 4365 3656
APPROPRIATIONS
Balance carried to Balance Sheet 4365 3656
Basic and Diluted Earnings Per Share (Rs.) 6.82 20
OPERATIONS
During the year under report, your Company has registered turnover of
Rs. 16951 lacs as compared to Rs. 14186 lacs in the previous financial
year. The Company earned a net profit before tax of Rs.813 lacs as
compared to a net profit before tax of Rs.2306 lacs in the previous
financial year. During the year the company has enhanced its existing
capacity in the electrical & other segments and during the year the
total capital outlay was Rs.8712 lacs. The Funds requirements are being
met by way of term loans and internal accruals. Due to the substantial
capital out lay financial expenses have increased from Rs.349 lacs in
the previous year to Rs.748 lacs in the current year and depreciation
has also increased from Rs. 686 lacs to Rs. 926 lacs. The company is
hopeful of receiving rich dividends from the present capital outlay in
the forthcoming years.
DIVIDEND
To sustain internal accruals for the future growth of the Company, your
directors are not recommending any dividend for the Accounting Year.
MATERIAL CHANGES AND COMMITMENTS
The company has commenced the civil work at Greater Noida (U.P.) and it
is proposed to shift its electrical segment operations to Greater Noida
from its existing location at Ludhiana(Punjab). There were no other
material changes and commitments, affecting the financial position of
the Company that have occurred between the end of the financial year of
the Company and the date of signing of this report.
DIRECTORS
Sh. Harjeet Singh Arora and Maj. Shavinder Singh Khosla, the Directors
of the Company retire by rotation at the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment. Sh.
Vijay Munjal, the Director of the Company has resigned from
directorship w.e.f. 14th May, 2011. The Board places on record its deep
appreciation for his valuable contribution during his tenure.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section
217(2AA) of the Companies Act, 1956 :
i) That in the preparation of the annual accounts for the year ended
March 31, 2011, the applicable accounting standards have been followed;
ii) That appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs as at March 31, 2011 and of the net profit earned by the
Company for financial year ended March 31, 2011 ;
iii) That proper and sufficient care has been taken 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;
iv) That the annual accounts for the year ended March 31, 2011 have
been prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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 I.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange,
adequate steps have been taken to ensure that all the provisions
relating to Corporate Governance are duly complied with. A report on
Corporate Governance along with the Auditors'' Certificate on its
compliance as a part of this report is annexed hereto as Annexure II.
HOLDING COMPANY
Consequent to the inter-se transfer of shareholding amongst the
Promoters, Anadi Investments Private Limited has become the holding
company of your company with effect from 31st March, 2011. The
shareholding of Anadi Investments Private Limited in the Company is
77,57,688 equity shares of Rs. 10/- each equivalent to 74.61% of the
paid up capital of the company as on 31st March 2011.
SUBSIDIARY COMPANY
The Company had one Wholly Owned Subsidiary namely Majestic IT Services
Limited (MITSL), which is engaged in the business of providing a broad
range of information and technology related services. MITSL has
commenced its operations in the area of NCR Delhi.MITSL has yet to pick
up its operations.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provision of Section 212(8) of the Companies Act, 1956
the Ministry of Corporate Affairs vide its circular dated February 8,
2011 has granted general exemption from attaching the Balance Sheet,
Profit and Loss Account and other documents of the subsidiary companies
with the Balance Sheet of the Company. A statement pursuant to Section
212 of the Companies Act, 1956 containing brief financial details of
the Company''s subsidiary for the financial year ended March 31, 2011 is
included in the Annual Report. The annual accounts of the subsidiary
and the related detailed information will be made available to any
member of the Company/its subsidiary seeking such information at any
point of time and are also available for inspection by any member of
the Company/its subsidiary at the registered office of the Company and
at the registered office of the subsidiary company. The Company shall
furnish a copy of details of annual accounts of subsidiary to any
member on demand. The Consolidated Financial Statements consolidating
the financials of the Company and MITSL duly audited by the Statutory
Auditors of the Company are published in this Annual Report.
LISTING
The shares of your Company are presently listed on the Bombay Stock
Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year
2011-2012 has been paid to it.
FIXED DEPOSITS
During the year under review, the Company has not accepted or invited
any deposit under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES
None of the employees has received a salary of Rs.60.00 lac per annum
or Rs. 5.00 lac per month or more during the financial year 2010-2011.
Accordingly, no particulars of employees are to be given pursuant to
the provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Amendment Rules, 2011.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The detailed information as required under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 is annexed hereto as
Annexure -III and forms an integral part of this report.
ENVIRONMENTAL & QUALITY MANAGEMENT
With implementation of the Environment Management System (EMS)
ISO-14001:2004, the Company continues to pursue its endeavor to operate
in harmony with the nature, conservation of natural resources and
reduction in Global warming. The Company continues to maintain the
ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness
of all functions.
AUDITORS
M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company
will retire at the conclusion of the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment. The Company
has received a certificate from the Auditors to the effect that their
appointment, if made, would be in accordance with Section 224(1-B) of
the Companies Act, 1956. The Board recommends their re-appointment.
AUDITORS'' REPORT
As regards the Auditors'' Report, the respective notes to the accounts
are self explanatory and therefore, do not call for any comments.
During the year the company has migrated to a new ERP system i.e.
Oracle EBS 12.1 wherein stocks have been valued on Moment Moving
weighted average Basis as against the Monthly Moving Weighted
average for more appropriate and relevant presentation of the
financial statements. The impact resulting from such change is not
ascertainable due to huge volume of transactions.
PERSONNEL
As on March 31, 2011, the total number of employees on the records of
the Company was 741. The Company conducts several training programmes
to upgrade the skills of its workforce. These programmes have a strong
practical approach, and the objective is to derive tangible
improvements. Industrial relations were cordial throughout the year.
Your Directors place on record their appreciation for the dedicated and
sincere efforts put in by all employees in the performance of the
Company.
ACKNOWLEDGEMENT
The Directors acknowledge with gratitude, the co-operation and
assistance given by the Central Government, State Governments, Banks,
Dealers, Customers, Vendors and Investors during the year under review.
For and on behalf of the Board of Directors
(Mahesh Chandar Munjal)
Chairman & Managing Director
Place : Ludhiana
Date : 13.08.2011
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