| Dear Members,
The directors present their report and audited accounts for the year
ended 31st March, 2015
Financial Results & Operations Year ended Year ended
31.03.2015 31.03.2014
The key financial results of the
company are as under : (Rs. in lacs)
Revenue from Operations and other income 572 5640
Earning before Interest, Depreciation & Tax (166) (2823)
Finance Cost 1592 1639
Depreciation 1506 1677
Exceptional Item 4000 -
Net Profit/(Loss) after tax for the year (7264) (6248)
In view of the accumulated losses, no dividend is recommended.
Your company was forced to suspend operations during the financial year
2014 -15 due to non availability of working capital and suppliers
credit. With the banks not releasing need based LC limits as envisaged
in the sanctioned scheme, import of glass parts being a critical and
major input, could not be arranged. The company believes that being the
only manufacturer of CPTs in India, there is a good chance to revive,
if working capital support is made available as imports of CPTs from
China are finding its way into India to feed the CPT based TV market.
Further to meet the growing demand for flat panels, the company has
been working on the option of converting one of its production lines to
take up assembly of LCD/ LED modules which are presently being
imported. However non availability of working capital is coming in the
way of moving forward on this proposal also.
The rehabilitation scheme approved by the Board for Industrial &
Financial Reconstruction (BIFR) is under implementation. With the
consent of the secured lenders, the company had moved a modified debt
restructuring seeking approval from BIFR for sale of some surplus
assets and rescheduling the repayments besides other issues. While
sanction for the sale of surplus assets was received, decision is
awaited on the other issues. During the year under review, the company
neither invited nor accepted any deposits. Further, there are no
overdue deposits lying unpaid with the company.
Industry Scenario
Globally the CPT industry has been seeing declining volumes over the
last few years. All major global players have already quit or are on
the verge of quitting. The markets in India have also dropped due to
shift in consumer preference for flat panel TVs. Availability of raw
materials and components are restricted to only few suppliers now.
Directors
Mr. P K Ganguly who was an independent director on the Board passed
away on 8th May, 2015. The Board expresses its condolences on his
demise. The Board also placed on record its appreciation for his
contributions during his tenure as a director on the Board.
Mr. K Jayabharath Reddy was elected as an Independent Director on the
Board pursuant to provisions of the Companies Act, 2013 for a
consecutive term of five years at the last AGM. Mr Reddy had declared
that he meets the criteria as laid down in the Companies Act and the
listing agreement .
During the financial year under review, four meetings of the Board of
Directors were held, details of which are mentioned in the Report on
Corporate Governance forming part of this report.
Composition of various Committees of the Board is provided in the
Corporate Governance Report, which forms part of this Report. All the
recommendations made by the Committees were accepted by the Board.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3) & (5) of the
Companies Act, 2013 with respect to the Directors' Responsibility
Statement, your Directors state that:
1. In the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. The Directors have 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 the financial year 2014-15 and of the loss
of the Company for that period;
3. The Directors have taken proper and sufficient care for 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 irregularities;
4. The Directors have prepared the annual accounts for the financial
year ended March 31, 2015, on a going concern basis;
5. The Directors have duly laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
6. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Key Managerial Personnel
Mr Arjun Thapar ,Managing Director and Mr Gopal Krishnan , Company
Secretary and Mr Samares Bandopadhyay , Head Accounts are the Key
Managerial Personnel as per provisions of the Companies Act , 2013 .
Corporate Governance
Your company has taken adequate steps to ensure compliance with the
provisions relating to Corporate Governance as prescribed . The Report
on Corporate Governance along with a certificate from the Auditors of
the company regarding compliance is enclosed and forms part of the
report.
Risk Management
The Company has identified risks associated with its line of business
and is taking appropriate steps for its mitigation.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility, are not applicable to the Company.
Related party transactions
Details of related party transactions have been disclosed in notes to
the financial statements.
Environment
Your Company was awarded ISO 14000:2004 certification in recognition of
its responsibility towards environment and society. Steps have been
taken to meet the required norms & safeguards and to keep the
environment pollution free. Greenbelt has been created in and around
the factory and water conservation and recycling has been taken up on
priority.
Particular of Employees
The company has no employee who is covered under the Companies
(Appointment and Remuneration of Managerial Personnal) Rules, 2014
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Conservation of Energy :
Energy conservation measures taken:
* Conversion of hot water generator to run on Natural Gas.
* Reduction of power consumption by use of Turbo Ventilators in non
air-conditioned areas to extract heat and also provide natural
illumination.
* Reduction in air conditioning load by re-sizing of process areas.
* Reduction in water consumption through recycling of water and
undertaking rain water harvesting.
Research & Development and Technology Absorption :
a) Research & Development -
i) Areas in which R&D carried out.
Development was carried out in the areas of import substitution,
alternative raw materials, technology up gradation, process development
and quality improvement.
ii) Benefits derived as a result of above activities.
Cost reduction achieved through improvement in design, import
substitution, change in raw material, lower usage and better quality.
iii) Future plan of action.
Continue R&D work for further reducing costs.
iv) Expenditure on R&D.
No significant expenditure involved as these were carried out in house.
b) Technology absorption -
The company has developed capability to manufacture colour picture
tubes and components like deflection yokes & electron guns. The
technology for the ultra slim CPTs has also been absorbed.
Foreign Exchange Earnings and Outgo :
Foreign exchange outgo during the year - NIL
Foreign exchange earnings during the year - NIL
Industrial Relations
Your company continues to maintain harmonious and cordial relations
with its workforce.
Auditors and Audit Reports
Statutory Auditors :
The auditors Messrs V Sahai Tripathi & Co., Chartered Accountants,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible have expressed their willingness to continue if
appointed. The Board of Directors recommend their appointment for the
next financial year. As per the provisions of the Companies Act, 2013,
an audit firm functioning as auditor of the Company for ten years or
more after the commencement of provisions of Section 139(2) of the Act,
may be appointed in the Company for further period of three years from
April 1,2014.
As regards the observations of the Auditors in their report, the
relevant notes to the accounts i.e. nos. 26, 28 A(b), 29, 30 (d), 33(a)
& 38 are self explanatory and therefore do not require any further
comments.
Secretarial Auditors:
Pursuant to the provisions of the Companies Act, 2013, the Board had
appointed Ms. Seema Sharma, Company Secretary in practice (PCS
Registration No. 4397) to conduct the Secretarial Audit for the
Financial Year 2014-15. The Secretarial Audit Report for the financial
year ended March 31, 2015 is annexed herewith marked as Annexure-I to
this Report. The observations referred to therein have been explained
in the notes to the accounts and do not require and further comments.
Cost Auditor :
In view of suspension of operations during the year as explained above
no cost audit exercise was undertaken .
In terms of Section 134 of the Companies Act 2013 and provisions of the
Listing Agreement, the Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations. To
maintain its objectivity and independence, the Internal Auditors report
to the Chairman of the Audit Committee of the Board. Adequate internal
control systems and procedures are in place to ensure compliance with
internal policies & procedures and statutory regulations.
Extract of Annual Return
The information required under Section 134 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the extracts of Annual Return in form MGT-9 is annexed
herewith marked as Annexure II to this Report.
Acknowledgement
The Board acknowledges the valuable support of various government
agencies, financial institutions, banks, customers, suppliers, business
associates, shareholders and employees and looks forward to their
continued support.
On behalf of the Board
Place : New Delhi Arjun Thapar
Dated : 30th May, 2015 Managing Director
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