The Directors have pleasure in presenting their Twenty Eighth Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March 2012
Particulars 2011-2012 2010-2011
Total Revenue 188388.16 64498.28
Total Expenditure 190112.76 61965.44
EBITDA (1724.60) 2532.84
Less: Depreciation and amortization 3574.71 1272.75
Finance cost 2358.28 684.18
Profit / (Loss) before Tax (7657.60) 575.91
Less: Tax expenses 716.29 400.82
Profit / (Loss) after tax (8373.88) 175.09
REVIEW OF BUSINESS OPERATIONS:
Distribution of G''Five Mobile phones was discontinued as Kingtech
Electronics (India) Private Limited terminated the agreement. MCL is in
the process of closing down the business of G''Five Mobile phones.
The Company would look for some other distribution opportunities and
continue to focus on its own brand Munoth which is in to application
On account of the losses sustained by the company, your Directors
regret their inability to declare any dividend.
A report on Corporate Governance along with the Auditor''s Certificate
regarding compliance of the conditions of Corporate Governance and also
a Management Discussion and Analysis Report pursuant to Clause 49 of
the Listing Agreement are annexed hereto.
In terms of provisions of the Articles of Association, Mr. Lalchand
Munoth and Mr. M Jayantilal Jain retires by rotation at the forthcoming
Annual General Meeting and both being eligible offers themselves for
The present term of office of Mr. Jaswant Munoth as Managing Director
approved by the shareholders will be ending on 30/11/2012 and his
reappointment as Managing Director for another term of five years is
placed before members for approval.
DIRECTOR''S RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) which was introduced by the
Companies (Amendment) Act, 2000 your Director''s confirm that:-
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
ii) 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 close of the financial year ended 31st March 2012
and of the Profit/Loss of the company for the year ended 31st March
iii) The Directors had taken proper and sufficient care 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
iv) The Directors have prepared the annual accounts on a going concern
The Audit committee constituted by the Board of Directors consists of
three Independent Directors Viz.
1. Mr. Manish Mardia Chairman
2. Mr.M Jayantilal Jain Member
3. Mrs. Ranjani Padmanabhan Member
The constitution of the Audit Committee also meets the requirements of
Sec.292A of the Companies Act 1956 as introduced by the Companies
(Amendment) Act 2000. The terms of reference specified by the Board to
the Audit Committee are as per clause 49 of the Listing Agreement.
The remuneration committee has been constituted for performing inter
alia the role/various functions as set out under clause 49 of the
listing agreement with the Stock Exchanges and also in pursuance to the
amendments made to Schedule XIII to the Companies Act, 1956.
As per SEBI''s Directive, Equity Shares of your company is now
compulsorily traded in dematerialised form. In this connection your
company has signed an agreement with NSDL & CDSL for dematerialisation
of its equity shares. As of date Equity Shares representing about
85.87% of the Shares Capital have been dematerialised. The company has
appointed M/s. Cameo Corporate Services Limited as Registrars for the
purpose of electronic connectivity for effecting dematerialisation of
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of balance sheet.
The Company''s shares are listed on Madras Stock Exchange, Bombay Stock
Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock
Exchanges have been paid up to date.
STATUTORY INFORMATION: PARTICULARS:
There are no persons, employed in the company either during the year or
part of the year who were in receipt of remuneration exceeding the sums
prescribed under the provision of Sec.217 (2A) of the Companies Act,
DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company being in the trading business, requirement regarding the
disclosure of particulars relating to conservation of energy and
technology absorption prescribed by the rules are not applicable.
M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company,
retires at the close of the ensuing Annual General Meeting and are
eligible for re-appointment.
Employee relations have been very cordial during the year under review.
Your Directors express their deep gratitude for the assistance,
co-operation and support extended to your company by the Bankers and
other valued clients. The Board gratefully express their thanks to you
all for the trust you have reposed in the Company and look forward to
your continued support. Your Directors take this opportunity to place
on record their warm appreciation of the valuable contribution,
unstinted efforts and the spirit of dedication by the employees and
officers at all levels in the progress of the company.
For and on behalf of the Board of Directors
Place : Chennai LALCHAND MUNOTH
Date : 26/05/2012 CHAIRMAN