To the Members
The Directors have immense pleasure in presenting the 25th Annual
Report and Audited Statement of Accounts for the year ended 30th June,
FINANCIAL RESULTS (Rs. In lacs)
Particulars Year ended Year ended
Revenue from operations & Other Income 37904.72 47524.47
Profit/(Loss) Before Exceptional &
Extraordinary Items and Tax (3763.25) 761.73
Exceptional Items (5347.72) (1234.70)
Profit/(Loss) Before Tax (9110.97) 1996.42
Provision for Taxation.
- Income Tax (586.63) 321.46
- Deferred Tax (13.20) (21.88)
Profit/(Loss) After Tax (8511.13) 1696.84
2. FINANCIAL / OPERATION PERFORMANCE REVIEW
During the year under review, the Company recorded a turnover of Rs.
37904.72 lacs and loss after Tax of Rs. (8511.13) lacs. The Company has
incurred business losses arising out of product obsolescence, under
cutting from unorganized sector, high interest rates and foreign
exchange fluctuations. The operating cycle has increased which has put
pressure on the financial liquidity. Over the past few years, the
consumer electronic sector has faced changes in the consumer
preferences as well as the demand patterns. The company was trying to
diversify to add new products to mitigate these risks, but due to
general slow down in the economy, lack of capital and high interest
costs, these plans could not get materialized. The company had to write
off/revalue some of its obsolete /irrecoverable current assets
resulting into business losses.
However, the company is looking at the current reforms in the economy
which may bring positive turnaround in the business confidence and
investment. Based upon this assessment, the company is hopeful to come
forward with a new revival plan during the FY 2013-14 through
diversification in new product lines.
Keeping in view the business losses, the directors of your Company do
not recommend any dividend for the year under review.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Suresh Kumar Varma and Mrs.
Kalpana Gupta, Directors of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers themselves
Brief resumes of Directors proposed to be so appointed or re-appointed,
nature of their expertise in specific functional areas, names of
Companies in which they hold directorships and their memberships/
chairmanships on Board Committees of various Companies, have been
provided in the Corporate Governance Report.
5. DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors state and confirm as under:
a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
b) That appropriate accounting policies have been selected and applied
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 Financial year as on 30th June, 2012 and
the Profit of the Company for that period;
c) 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;
d) That the annual accounts have been prepared on a going concern
6. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Clause
49(F) of the Listing Agreement is annexed hereto as Annexure-I and
forms part of Directors'' Report.
7. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE
A detailed report on corporate governance of the Company as required
under Clause 49(VI) of the Listing Agreement is enclosed as
Annexure-II. A practicing Company Secretary has certified compliance
with requirement of corporate governance in relation to clause 49 of
the Listing Agreement.
8. FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposits) Rule,
1975, during the last financial year.
M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the
Statutory Auditors, retire at the conclusion of ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
the office if re-appointed. They have furnished a certificate stating
that their re-appointment would be within the limits specified under
section 224(IB) of the Companies Act, 1956.
The Audit Committee and the Board recommends the re-appointment of M/s
Arun Kishore & Co., Chartered Accountants.
10. AUDITORS'' REPORT
The Auditors'' Report to the members together with Audited Accounts for
the year ended 30th June 2012 and notes thereon are attached, which are
self-explanatory except their remark regarding unconfirmed balances and
not providing provision of doubtful debt, to which the Board explains
that some of such balances are old and consist of various claims which
are not yet acknowledged by the company. Hence, confirmations of all
outstanding balances at the year end are still pending. The Auditors
have classified some part of these outstanding balances as doubtful of
recovery. The Company is still hopeful that there could be some
recovery; so no provision is created in the books of accounts.
11. PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report, as no employee of your Company is covered as per
provisions contained therein.
The employer-employee relations throughout the year were very cordial.
The Company enjoys a healthy working atmosphere that inspires the
employees to put their best foot forward in achieving a
high-sustainable growth. The Directors also wish to place on record the
support and confidence reposed in the management by the employees.
Total quality in every sphere of activities, employee training and
development continues to be on the top priority of your management.
13. CONSERVATION OF ENERGY
Disclosure of particulars with respect to conservation of energy and
technology absorption are not applicable to the Company.
14. RESEARCH AND DEVELOPMENT
Since the market scenario and technologies are changing rapidly,
Research and Development (R&D) is important to ensure that Company
increases its market share. The Company has always attempted to use the
latest and advanced technology for its product lines, but keeping pace
with current technological developments is becoming difficult for want
of capital. The slow down in the economy and higher interest costs has
also deterred the further research and development activities of the
company to keep it abreast with the current technological changes.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign Exchange Earnings Rs. Nil
b) Foreign Exchange Outgo Rs. Nil
During the current difficult times where the company is facing all the
challenges, your Directors place on record their appreciation for the
overwhelming co-operation and assistance received from investors,
customers, business associates, bankers, vendors as well as regulatory
and government authorities. Your Directors also thank the employees at
all levels who, through their dedication and co-operation have always
supported the company.
By Order of the Board of Directors
For MVL Industries Limited
Place: New Delhi (Prem Adip Rishi)
Date : 7th November, 2012 Chairman & Managing Director