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Usha (India) Directors Report, Usha (India) Reports by Directors
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Usha (India)
BSE: 500431|NSE: USHAINDIA|ISIN: INE068A01019|SECTOR: Diversified
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Usha (India) is not traded in the last 30 days
Usha (India) is not traded in the last 30 days
Directors Report Year End : Mar '04   
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.
 
 SUBSIDIARIES
 
 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.
 
 DIRECTORS
 
 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
 date.
 
 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
 General Meeting.
 
 DIVIDEND
 
 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.
 
 DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 period under review.
 
 CORPORATE GOVERNANCE
 
 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
 Report.
 
 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
 irregularities.
 
 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.
 
 LISTING ARRANGEMENTS
 
 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
 be paid.
 
 ACKNOWLEDGEMENT
 
 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
 constituents.
 
                                                 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)
 
 FORM B
 
 (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.
Source : Dion Global Solutions Limited
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