TO THE MEMBERS
Your Directors present the Twenty Fourth Annual Report together with the Audited
Statement of Accounts for the year ended 31st March, 2013
1. PRODUCTION ACTIVITIES
During the Financial Year 2012-13 your Company recorded a Production of 1706.06 Lacs
pcs in comparison to 1384.28 Lacs pcs in Financial Year 2011-12, an increase of 23 %.
The total sales during the Financial Year 2012-13 was Rs. 946.86 Lacs against sales of
Rs.827.26 Lacs in last Financial Year , an increase of 14%. The products mix continue to
change and customer requirements shift from large size to smaller size and due to this
ASPs come down marginally. Sales to Instrumentation & Industrial Electronics Segments
incrased by 44%.
3. FINANCIAL RESULTS
The Companys operations for the year has resulted in to loss of Rs.7.20 Lacs
(Previous year profit of Rs. 48.36 Lacs). However, before interest, depreciation and tax
there is Surplus of Rs. 38.27 Lacs (Previous year Rs.83.45 Lacs). After debit of Rs.
200.79 Lacs (Previous year Rs.123.40 Lacs) under exceptional items, there is loss of Rs.
207.99 Lacs (Previous year Rs.75.04 Lacs).
In view of the accumulated loss, your Directors have not been able to recommend any
Dividend for the year 2012-13.
After the One Time Settlement (OTS) with IFCI last year, the Company negotiated with
IDBI for OTS against their all dues, costs etc. IDBI accepted the payment of Rs.201 lacs
as full and final settlement of their dues. The Company thereafter received No Dues
Certificate from IDBI also.
The Company has negotiated with Bank of Baroda for OTS of Rs.165.91 lacs in full and
final settlement of all claims against the Company, including interest and all other
charges, cost, expenses etc., excluding overdraft facility of Rs.75 lacs. Company is in
process of payment of this amount.
5. FIXED DEPOSITS
The Company has not received any deposits from Public during the year.
6. PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 are not applicable to the Company.
7. PROCEEDINGS BEFORE THE HIGH COURT OF GUJARAT AT AHMEDABAD/BIFR/AAIFR.
As informed to you in the previous year, BIFR had vide its order dated 28.04.2009
directed the Company to redeem1/2 % non-cumulative Redeemable Preference shares of
Rs.981.50 lacs issued to Term Lenders as per AAIFR Order dated 27.03.2002. Against the
said order of BIFR, the Company had filed an appeal to AAIFR. AAIFR vide its order dated
22.02.2011 upheld the said order of BIFR. The Company then had filed Writ petition in the
High Court of Gujarat, Ahmedabad, against the said Order of AAIFR. High Court of Gujarat
vide its order dated 8.04.2013 quashed and set aside the order passed by AAIFR and BIFR.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO ETC.
As required by the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1968, the Report of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo etc. is given in Annexure-I forming part of this
Mr. Tanil R. Kilachand and Mr. A. B. Shah retire from office by rotation but being
eligible, offer themselves for reappointment. Gujarat Industrial Investment Corporation
Ltd (GIIC) has withdrawn nomination of Mr. R. K. Jani. Board noted active participation
& Contribution of Mr. R. K. Jani during his tenure as a Director. GIIC has proposed to
appoint Mr. D. D. Patel as its nominee on the Board of the Company. Mr. D. D. Patel has
been appointed in the casual vacancy of Mr. R. K. Jani.
10. AUDIT COMMITTEE
Your Company has set-up an Audit Committee of Directors as mandated by section 292(A)
of the Companies Act, 1956 as amended. Mr.Chandrakant Khushaldas, Brig.K.Balasubramaniam
and Mr.T.R.Kilachand are the members of the Audit Committee.
11. DIRECTORS` RESPONSIBILITY STATEMENT
Your Directors confirm that :
(i) in the preparation of the annual accounts, applicable accounting standards have
been followed, with proper disclosure of any departures;
(ii) the accounting policies are consistently applied and reasonable, prudent judgement
and estimates are made so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year;
(iii) that the Directors have 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
(iv) that the Directors have prepared the annual accounts on a going concern basis.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate
Governance and a certificate from the Auditors of the Company regarding compliance of the
conditions of Corporate Governance are annexed to the Directors Report.
13. AUDITORS` REMARKS
As regards the remarks in the Auditors Report, please refer to the Notes on
Accounts which are self-explanatory.
14. APPOINTMENT OF AUDITORS
You are requested to appoint Auditors. The retiring Auditors M/s.C.C.Chokshi & Co.,
Chartered Accountants, Ahmedabad are eligible for re-appointment.
15. APPOINTMENT OF COST AUDITORS
Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA
General Circular No.15/2011 dated April 11, 2011, (as amended vide General Circular No.
36/2012 dated 6th November, 2012) the Audit Committee has recommended and the Board of
Directors has appointed M/s. V. H. Savaliya and Associates, Cost Accountants, Ahmedabad
(Membership No.13867) being eligible and having sought re-appointment, as Cost Auditors of
the Company to carry out the cost audit of all the products manufactured by the Company
for the year ending March, 2014.
Your Directors express their sincere thanks to the Central and State Government
authorities, including Gujarat Industrial Investment Corporation Ltd., Bank and Financial
Institutions and the Collaborators Kyocera-AVX Corpn of USA.
Sincere thanks are also due to the Management team, the staff and workers for their
valuable contribution during this critical period of the Company.
||On behalf of the Board of Directors,
|Plot No. B-17/18,
||T. R. KILACHAND
|Gandhinagar Electronic Estate,
|Gandhinagar 382 024,
|Dated : 24th May, 2013.
A. CONSERVATION OF ENERGY
a) Energy conservation steps taken :
i) Replacement of old control Instruments with more accurate instruments have increased
the performance of the machines with better productivity.
ii) Resulting in low consumption of energy and better performance of the equipments
iii) Improve performance of utility equipments (chiller, compressor etc.)
b) Additional Investments & Proposals being implemented
i) Effective utilization of all the installed equipments, thereby minimizing the energy
ii) Planned Preventive Maintenance schedule and monitoring for effective use of the
c) Impact of measures at (a) & (b) above:
The above implementation have resulted in achieving better productivity and reduce
d) Power & Fuel Consumption : Not Applicable
B. TECHNOLOGY ABSORPTION
FORM - B
1. SPECIFIC AREAS IN WHICH R & D CARRIED OUT BY THE COMPANY
i) Replacing/Repairing of imported spares by local vendors.
ii) Development of RTS Aluminum Track to increase the productivity.
iii) Effective management of manufacturing processes to reduce the consumption of raw
2. BENEFITS DERIVED AS A RESULT OF ABOVE R & D
i) Increased in product range
ii) Reduce the procurement of imported spares.
iii) Consistent manufacturing process
3. FUTURE PLAN OF ACTION
i) Continuous indigenization of machine tooling, jigs & fixtures and raw materials.
ii) To develop jigs & fixtures to increase the product range.
iii) Continue the development of products similar to our present range of products.
4. EXPENDITURE OF R & D
TECHNOLOGY- ABSORPTION, ADAPTATION & INNOVATION
(1) (a) Technology Absorption.
Technology Absorption is complete in the areas commissioned.
As part of continuous quality improvement , alteration of process condition and
parameters are being undertaken on a regular basis.
Systems adopted have led to improved the process.
i) Increase in product range.
ii) Reduction in down time and improve the processes of the equipment.
(3) IMPORTED TECHNOLOGY
No additional import of Technology in the Financial Year 2012-13.
C. FOREIGN EXHANGE EARNINGS AND OUTGO
|i) Total Foreign Exchange used
|ii) Total Foreign Exchange earned