The Directors present the 40th Annual Report of the Company with the
Audited Statement of Accounts for the period ended on 31 March, 2004.
FINANCIAL RESULTS: (Rs. in Lacs)
PARTICULARS 2003-2004 2001-2003
(12 months) (16 months)
TURNOVER 659.79 1684.04
Profit/(Loss) before Interest & Depreciation (419.40) (4433.31)
Less: Interest 1782.33 2576.08
Depreciation 1059.07 2076.16
Net Profit/(Loss) after taxation (3260.80) (9085.55)
Less: Prior Period Adjustments (4.59) (1.16)
Add: Transfer from General Reserve - -
Profit/(Loss) brought forward (119827.64) (110740.93)
from last period
Profit/(Loss) carried to Balance Sheet (123093.03) (119827.64)
MANAGEMENT DISCUSSION AND ANALYSIS
OPERATIONS AND FUTURE OUTLOOK
The Company has been concentrating on the core areas of production
during the period. Despite working capital problem the company
registered a turnover of Rs. 659.79 lacs against Rs. 1684.04 lacs in
the previous period. The Company suffered the loss before Interest and
depreciation of Rs.419.40lacs against Rs. 4433.31 lacs in the previous
period. The electronic industry has volatile market due to constant
upgradation in technologies and consumer preference. From the last
couple of years the Company is not receiving sufficient orders from the
market due to recession in world over. The products of China and other
countries are being dumped in India in large scale. The increasing role
of World Trade Organization and total stoppage of export order from
Fairchild (Samsung, Korea) are other reasons for the lower turnover.
Due to liquidity problems, the company is not able to execute orders in
time. However despite suffering cash losses, the Company is making all
current statutory payments such as Excise duty, Custom duty, Sales tax,
ESIC, Provident Fund, Wages, & TDS etc.
Despite several letters and reminders, your company has not received
any information from Malvika Steel Limited regarding its status and
status of the shares pledged with the financial institutions.. Since we
are not able to find any information from Malvika Steel Limited
therefore the Detailed Accounts and the Directors' Report of the
subsidiary as required under Section 212 of the Companies Act, 1956 is
not forming part of Annual Report of your company. In case the pledged
shares have been transferred in the name of financial institutions, the
holding of your company is reduced below 50%; and your company would
not be in position to claim Holding Company status. Conversely, being
the status quo maintained, Malvika Steel Limited is subsidiary of
your company, Except MSL no other company is subsidiary of your company.
Mr. Vinay Rai and Mr. Anil Rai resigned from the directorship of the
Company with effect from 16.08.2003. UTI appointment Mr.Satish Chandra
Dikshit in place of Mr. Madan Pal Setia as its Nominnee Director with
effect from 15.12.03 Mr. Rajeev Manchanda and Mr. Anil Kumar Jain
resigned from the Board on 7th April, 2004. The Board places on record
its appreciation for the services rendered by them. Mr. R. P. Sharma
and Mr. Ashok Kumar Verma were appointed on the Board on April 7,2004
as Additional Directors. Mr. Ashok Kumar Verma is designated as Whole
Time Director. Mr. Ashok Gupta, Mr. Manish Dhawan and Mr. Padam Dhanda
were appointed as Additional Directors on 6 May, 2004. Being employees
of the Company they became Whole Time Directors. Mr. Ashok Gupta and
Mr. Padam Dhanda resigned from the Board on 14th June, 2004 and Dr.
Ravindra Nath Sharma was appointed as Whole Time Director from even
The Board of Directors appointed Mr. R. P. Sharma, Mr. Ashok Kumar
Verma, Mr. Manish Dhawan and Dr. R.N. Sharma, as Additional Directors.
The notices and prescribed deposits as required under Section 257 of
the Companies Act, 1956 have been received and they are eligible for
reappointment subject to approval of shareholders.The resolutions
regarding their appointment are given in the notice calling Annual
The Company has incurred losses during the period; therefore no
dividend has been recommended. Any dividend remaining unpaid/unclaimed
for a period seven or more years has already been transferred to the
Investor Education and Protection Fund established by Central
Government under Section 205C of the Companies Act, 1956.
The Company has not accepted any deposits from the public during the
period under review.
In terms of Clause 49 of the Listing Agreement your company is
complying with the major provisions. A separate report on the Corporate
Governance on compliance with various recommendations, as reviewed by
the Practising Company Secretary, is enclosed as a part of the Annual
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with Rule 2 of the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988, is annexed and forms a part
of this Report.
PARTICULARS OF EMPLOYEES
There was no employee in the company during the period who was getting
remuneration more or equal to the limits as prescribed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1957.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under sub section (2AA) of Section 217 of
the Companies Act, 1956 with respect to the Directors' Responsibility
Statement, it is hereby confirmed:
i) That in the preparation of the annual accounts for the period ended
on 31st March, 2004, such applicable accounting standards that are in
the opinion of the Board practical, had been followed along with
proper explanations relating to material departures.
ii) That 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 end of financial period and of the
profit or loss of the Company for the period under report.
iii) That 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) That the Directors had prepared the accounts for the period ended
31.03.2004 on a `going concern basis'.
AUDITORS & AUDITORS' REPORT
The Board recommends for appointment of M/s P. Bholusaria & Co.,
Chartered Accountants, as Auditors of Company from the conclusion of
this Annual General Meeting until the conclusion of the next Annual
General Meeting. The Company has received a certificate from M/s P.
Bholusaria & Co., Chartered Accountant's to the effect that their
appointment, if made, will be within the permissible limits under
Section 224(1B) of the Companies Act, 1956.
The Board has taken note of the Auditors Observations and the replies
to the observations have been given in Notes to the Accounts section of
schedule O i.e. Significant Accounting Policies and Notes to the
Accounts and are self-explanatory.
The Company's shares are listed at U.P., Delhi and Mumbai Stock
Exchanges. The Company has paid listing fee to U.P. Stock Exchange upto
96-97 and also partly for 97-98. Listing fee of Delhi and Mumbai Stock
Exchanges have been paid upto 95-96 and 97-98 respectively. Due to
severe liquidity crunch, listing fee to the stock exchanges could not
The Board wishes to place on record their deep appreciation of the
continued support of shareholders, suppliers, dealers, bankers and
employees. The Board also acknowledges with gratitude the co-operation
and assistance given by the Government Authorities and other business
On behalf of the Board
For USHA (INDIA) LTD.
R.P. Sharma A.K. Verma
(Director) (Whole Time Director)
Manish Dhawan Dr. R. N. Sharma
(Whole Time Director) (Whole Time Director)
Place : New Delhi
Date : 2nd September 2004
ADDENDUM TO DIRECTORS' REPORT (IN COMPLIANCE TO SECTION 217(1)(e) OF
THE COMPANIES ACT, 1956)
(See rule 2)
Form for disclosure of particulars with respect to Absorption.
RESEARCH AND DEVELOPMENT (R & D)
1. Specific areas in which R & D carried out by the Company.
i) Glass to metal seal for diodes caps - B-diode Development of Bharat
Heavy Electrical Limited
ii) (BHEL) assembly for Loco-Railway shed.
iii) Development of Pigtails for Z-diode, U-Diode, Q+X+S+Z thyristors.
2. Benefits derived as a result of the above R & D.
i) Diodes with in-house developed cap are being used in the products.
ii) Zener Diodes are being supplied to M/s ECIL, Hyderabad.
3. Future plan of action : In house development of high current
(greater than 600AMPS) diode chips
4. Expenditure on (R & D)
(a) Capital NIL
(b) Recurring NIL
(c) Total NIL
(d) Total R & D expenditure as a percentage of turnover NIL
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
(i) Efforts, in brief, made towards technology absorption, adoption and
innovation. : NIL
(ii) Benefits derived as a result of the above efforts. : N.A.
(iii) In case of imported technology (imported during the last 5 years
reckoned from the beginning of the financial year) : N.A.
(a) Technology imported NIL
(b) Year of import N.A.
(c) Has technology been fully absorbed N.A.
(d) If not fully absorbed, areas where this has not taken place,
reasons there of and future plans of action. N.A.