The Directors have pleasure in presenting their Thirtieth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
Particulars 2013-2014 2012-2013
Rs.In ''000 Rs. in ''000
Revenue from operations 67.36 88.72
EBITDA (6632.43) (4161.62)
Less: Depreciation and amortization 2930.34 3206.49
Finance cost 93.62 121.62
Profit / (Loss) before Tax (9656.39) (7489.73)
Less: Tax expenses 3955.51 -
Profit / (Loss) after tax (13611.90) (7489.73)
REVIEW OF BUSINESS OPERATIONS:
The Company has designed mobile phone accessories like Chargers,
Adopters, Power bank, Pen drive and have refined 5.5 design house based
out of Paris, France and Sohamsaa Systems Pvt. Ltd based out of
Bangalore, India for designing. The Company made prototype of the
charger and is in final stage before mass production^The product would
get launched in the 3rd quarter of the current financial year under the
brand ''VG''. The Company has also applied three patents for Socket
Charger, Hybrid Charger, Normal & fast charger with switch.
The Company filed civil and criminal cases against Kingtech Electronics
(India) Pvt Ltd for money recovery. Madras High Court on 23rd July 2013
allowed the application No.3060/2012 made by MCL against Kingtech
Electronics (India) Pvt Ltd and order restrains Ganishee HSBC Bank Ltd
from making payment to Kingtech Electronics (India) Pvt Ltd to be
extent of suit claim amounting to Rs.51,38,776/-.
The Company has also made a claim of Rs. 2,28,22,324/- towards damage.
With respect to its own brand ''MUNOTH'' the Company is exploring the
possibility of re launching Senior Citizen phone and other application
Mobile accessories market in India does not have a single brand which
makes all accessories. The Company''s brand VG would be one of the
early mover advantage. The Company will use direct sales and sales
through internet route to sell all mobile phone accessories.
The Company will continue to work on senior citizen phone in both
hardware and software segment. It is planning to develop a senior
citizen application on different operating system
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. Bharat
Munoth and Mr. Lalchand Munoth retires by rotation at the forthcoming
Annual General Meeting and both being eligible offers themselves for
Mr. Vikas Munoth has been appointed as an Additional Director of the
Company with effect from December 14, 2013. He is proposed to be
appointed as Director at the ensuing Annual General Meeting liable to
retire by rotation.
Mr. C R Sasi has been appointed as an Additional Director of the
Company with effect from December 14 2013. He is proposed to be
appointed as Independent Director at the ensuing Annual General Meeting
for a term of 5 consecutive years from the date of the ensuing Annual
General Meeting as required under Section 149 of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
Three of the existing directors namely Mr. M Jayantilal Jain, Mr.
Manish Mardia and Ms. Ranjani Padmanabhan have been selected for
appointment as Independent Directors for a term of 5 consecutive years
from the date of the ensuing Annual General Meeting subject to the
approval of shareholders, as required under Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
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 2014
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
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
86.43% 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.
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 : 20/05/2014 CHAIRMAN