To The Members,
The Directors take pleasure in presenting the 26th Annual Report of
the Company on the business and operations of the Company along with
the Audited Balance Sheet and Statement of Profits Loss Accounts for
the year ended 31st March, 2013.
1. FINANCIAL RESULTS:
The high lights of the operating results for the year are as follows:
CURRENT YEAR PREVIOUS YEAR
Export Sales 1998.29 1786.16
Domestic Sales 879.17 891.65
Other Income 74.68 228.47
Profit before Interest
and 492.45 773.80
Less: A) Interest &
Financial 55.41 32.86
& other 118,88 246.64
Write-Offs 174.03 279.50
for the year 318.15 494.30
Taxes: 104,70 152.72
(Loss) after Tax 213.45 341.58
2. FINANCIAL CONDITION AND REVIEW OF OPERATIONS:
Management Discussion and Analysis of Financial Condition and Results
of Operations of the Company forthe year under review, as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges, is given
as a separate statement in the Annual Report (Annexure -1)
The Board of Directors and Management reviewed the progress of company
at regular intervals, as required.
3. SUBSIDIARY COMPANY:
Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd,
Techtran Lenses Inc, and Techtran USA LLC are the subsidiary of your
company and pursuant to Accounting Standard, AS-21 of the Institute of
Chartered Accountants of India, the enclosed Consolidated Financial
Statements include the financial information (relating) to the
Techtran Optics Private Limited, a 100% wholly owned Subsidiary of
Techtran Polylenses Limited, a 100% EOU proposes to manufacture 5
million pieces of Polycarbonate lenses and 5 million pieces of plastic
lenses at Plot No U, Phase - iii, VSEZ, Visakhapatnam. The proposed
polycarbonate Lenses will enhance the sale of the company in the USA
Techtran Lenses Inc, has been incorporated in Tampa, Florida, USA to
market and distribute your company products in USA and the company has
opened a warehousing facility at Tampa, Florida, USA.
Techtran Lenses Inc hold 55% in Techtran USA LLC, and hence the same is
treated as the subsidiary of the Company. It acts as one more arm of
the Company to distribute and market the products of the Company.
The annual accounts of the Subsidiary and the related detailed
information shall be made available to members seeking such information
at any point of time. The annual accounts of the Subsidiaries shall
also be kept for inspection by any of the members at the administrative
and registered office of the company.
Statement pursuant to exemption under Section 212(8) of the Companies
Act, 1956 relating to Subsidiary Companies is enclosed as Annexure-2
4. FIXED DEPOSITS:
Your company has not accepted any Fixed Deposits from the Shareholders
/ Public under Section 58Aofthe Companies Act, 1956, during the year
The Directors are pleased to recommend for approval of the members a
dividend of Re. 0.70/- per share being 7% on paid upvalue of Rs10/-
6. COMPOSITION OF BOARD:
As on 31st March, 2013, the Board of Directors consists of 6 Directors
viz., one promoter Non-Executive Director, Four Non-Executive
Independent Directors and one Whole-Time Director.
Dr. Pradeep Swarup resigned from the board w.e.f. 12.02.2013. The board
would like to express its gratitude for the support rendered by him
during his tenure.
Dr.Jayaram Chigurupati, Director and Dr.Denis Broun, Director liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for Re- appointment.
Mr. Hemang Harish Raja who was appointed by the Board of Directors and
holds office upto the date of the 26th Annual General Meeting of the
Company in terms of Section 260 of the Companies Act, 1956 (Act)
and liable to retire in respect of whom the company has to received a
notice in writing from a Member of the Company under Section 257 of the
Act proposing his Candidature for the office of Director of the
Company. The relevant resolution proposing him as Director is included
in the notice of AGM for shareholders approval.
The Board provides leadership, strategic guidance, objective and
independent viewto the Company''s management while discharging its
fiduciary responsibilities thereby ensuring that the management adheres
to high standards of ethics, transparency and disclosure- The Board has
constituted Audit Committee, Share Transfer & Shareholders Grievance
Committee and Remuneration Committee.
7. DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217 (2AA) of CompaniesAct, 1956, your
Directors subscribe to the Directors'' Responsibility Statement
and confirm as under:
i] That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii] That the directors have selected such accounting policies applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true andfairviewofthe state of affairs of
the Company at the end of the financial year and of the profit or loss
of the company for that period;
iii] That the Directors ensured that proper and sufficient care was
taken in 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
iv] That the annual accounts are prepared as an ongoing concern basis.
8. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read along with Accounting Standard AS-23 on
Accounting for Investments in Associates, your Directors hereby forward
the Consolidated Financial Statements, which form part of the Annual
Report and Accounts.
M/s. M.Anandam & Co., Chartered Accountants, S P Road, Secunderabad,
Auditors of your Company retires at the conclusion of the Annual
General Meeting and being eligible offer themselves for reappointment.
Company has received letter from them to the effect that their
appointments, if made, would be within the prescribed limits under
Section 224(1-B) of the Companies Act, 1956 and also that they are not
otherwise disqualified within the meaning of sub section (3) of Section
226 of the CompaniesAct, 1956, for such appointment.
10 INTERNAL AUDITORS:
Your Board of Directors appointed M/s. Kuldeep Verma &Co., Chartered
Accountants as Internal Auditors. The Internal Auditors submit their
reports on a quarterly basis, which are being reviewed by the Audit
11 COST AUDITORS:
Your Board of Directors appointed M/s. Vajralingam & Co., Cost
Accountants, as Cost Auditors.
12. CORPORATE SOCIAL RESPONSIBILITY:
Your Company, as a responsible corporate entity propagating its
philosophy of responding to social welfare causes and philanthropic
activities in the areas of Eye care, Education, natural Calamities and
Social services, by contributing lenses at various Eye camps and also
cash contributions for construction of social welfare hostel to Indian
Red Cross Society.
Information required under Section 217(2A) of the CompaniesAct, 1956
read along with the Companies (Particulars of Employees) Rules, 1975
may be treated as ''NIL''as none of the employees come underthat
14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS:
The statement giving particulars with respect to Conservation of
Energy, Technology absorption and Foreign Exchange Earnings and
outgoings as required under Section 217 (1) e of the Companies Act,
1956 read along with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988 is annexed hereto and forms part of
the Report (Annexure-3).
15. CORPORATE GOVERNANCE:
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges, form part of the Annual Report (Annexure-4).
16. DEMATERIALISATION OF SHARES:
Your Company''s equity shares have been under compulsory dematerialized
trading for quite some time and is registered under code ISIN 1NE
020C01016. Shareholders may contact the Registrars for
Dematerialisation, namely, CIL Securities Ltd., Regd Office:214,
Raghava Ratna Towers, Chirag AN Lane, Hyderabad-500 001, Telephone Nos.
040-23203155/040-23202465, email: firstname.lastname@example.org /
email@example.com forfurtherdetails, if any.
Your company''s shares are listed in the Bombay Stock Exchange (BSE).
Your Directors wish to place on record their appreciation to the
Employees, Staff and Officers of your company for their hard work,
dedication and commitment.
Your Directors gratefully acknowledge the valuable support, guidance
and assistance provided by the Financial Institutions, viz., IFCI &
Your Directors also express their gratitude to the Shareholders of the
company for the confidence reposed in the management.
By order of the Board of
Techtran Polylenses Limited