CONTENTS Board of Directors
1
Directors’ Report
2
Management Discussion and Analysis
6
Report on Corporate Governance
8
Auditors’ Report
18
Balance Sheet
22
Profit and Loss account
23
Cash Flow Statement
24
Notes to the Financial Statements
25
BOARD OF DIRECTORS Mr. Prem Adip Rishi
Chairman & Managing Director
Mr. Rakesh Gupta
Director
Mr. Rajesh Galhotra
Director
Mr. Vijay Kumar Sood
Director
Ms. Kalpana Gupta
Director
Mr. Kamal KumarJain
Director
Statutory Auditors M/s Arun Kishore & Co. Chartered Accountants, New Delhi Bankers Punjab National Bank UCO Bank Allahabad Bank Punjab & Sind Bank Standard Chartered Bank IDBI Bank Limited State Bank of Mysore Registered Office 1201 B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Registrars and Share Transfer Agents Alankit Assignments Limited, 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 Ph: 42541234, 23541234 Fax: 91-11-42541967 E-mail:
[email protected] Works A-785, RIICO Industrial Area Bhiwadi, Distt. Alwar, Rajasthan.
1
DIRECTORS’ REPORT To the Members Your Directors are presenting the 27th Annual Report and Audited Statement of Accounts of the Company for the period ended 31st March, 2014. 1.
FINANCIAL RESULTS
(Rs. In lacs)
Particulars
Period ended
Year ended
31.03.2014
30.06.2013
273.97
325.49
(3811.41)
(6131.25)
22.58
18021.58
Profit/(Loss) Before Tax Provision for Taxation· - Income Tax - Deferred Tax
(3540.78)
(24152.83)
(-) (-)
(-) (16.11)
Profit/(Loss) After Tax
(3540.78)
(24136.72)
Revenue from operations & Other Income Profit/(Loss) Before Exceptional & Extraordinary Items and Tax Exceptional Items
2.
FINANCIAL / OPERATION PERFORMANCE REVIEW During the year under review, the Company recorded a turnover of Rs. 273.97 lacs and loss of Rs. (3540.78) lacs. The Company has incurred business losses arising out of product obsolescence, under cutting from unorganized sector, high interest rates and write off of pending claims. Over the past few years, the consumer electronic sector has faced changes in the consumer preferences as well as the demand patterns. The company was trying to diversify to add new products to mitigate these risks, but due to general slow down in the economy; lack of capital and high interest costs, these plans could not get materialized. The company had to write off/revalue some of its obsolete /irrecoverable current assets resulting into business losses. However, the company is looking at the current reforms in the economy which may bring positive turnaround in the business confidence and investment. Based upon this assessment, the company is hopeful to come forward with a new revival plan during the FY 2014-15 through diversification in new product lines.
3.
CHANGE OF NAME OF COMPANY During the year under review, the Company has changed its name from MVL Industries Limited to Noesis Industries Limited. The change of name was approved by the Members of the Company in last Annual General Meeting and the Registrar of Companies, National Capital Territory of Delhi and Haryana has issued Fresh Certificate of Incorporation on 17th January, 2014 to give effect to above change.
4.
ACCOUNTING YEAR During the year under review, the Company has vide Board resolution dated 02.01.2014 reduced its accounting period by three months i.e. from 30th June to 31st March. As a consequence of the said change in this period the statement of profit and loss figures are for nine months ending 31.03.2014, whereas the comparative figures for previous year are for twelve months ending 30.06.2013.
2
5.
DIVIDEND Keeping in view the business losses, the directors of your Company do not recommend any dividend for the year under review.
6.
DIRECTORS The Company had pursuant to the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges, appointed Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013 which came into effect form April 1, 2014, every listed public company is required to have atleast 1/3rd of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Companies Act, 2013, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company. Mr. Rajesh Galhotra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Rakesh Gupta ceased to be the Whole Time Director of the Company w.e.f. 30th November, 2013 but has continued as Director.
7.
DIRECTORS’ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm as under:
8.
a)
That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b)
That appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March, 2014 and the Loss of the Company for that period;
c)
That proper and sufficient care has been taken 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;
d)
That the annual accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.
9.
CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE A detailed report on corporate governance of the Company is enclosed. Mr. R.S. Bhatia, Practicing Company Secretary has certified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.
10.
FIXED DEPOSITS 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 the balance sheet.
11.
AUDITORS M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s. Arun Kishore & Co., Chartered Accountants as
3
Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting). The Company has received letter from M/s. Arun Kishore & Co., Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. 12
13.
AUDITORS’ REPORT a.
The Auditors’ Report to the members together with Audited Accounts for the period ended 31st March, 2014 and notes thereon are attached, which are self-explanatory except their remark regarding leave encashment, to which the Board explains that provision of leave encashment are made by the Company of its own estimates, rather than on actuarial valuation basis in terms of Accounting Standard AS-15.
b.
Point no. 6 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to the financial statement for the period ended 31.03.2014. Since notes to accounts are part of financial statement prepared by the Company, the Company in the relevant points has explained the each situation which has arisen this time. The relevant clauses of notes to accounts alongwith Board’s response is as follows:i.
Note No. 27.18 Regarding the financial statements of the company being prepared on a going concern basis notwithstanding the fact that operations have been discontinued, Loss of Rs. 3540.78 Lacs has been incurred during the period, net worth is minus Rs.25155.92 Lacs and defaults towards repayment of dues to banks and financial institution are of Rs. 24494.83 Lacs with no activity for revival: The Board is of the opinion that the company can revive if loans are restructured and new product lines are introduced.
ii.
Note No. 27.12 regarding non availability of confirmations in respect of debit and/or credit balances of loans, advances, deposits, trade receivables and trade payable: The Board is of the opinion that due to closure of business line, a wide nature of consequential claims have arisen against the company, therefore, it would not be possible to obtain such confirmations of debit/credit balances.
iii.
Note No. 27.19 regarding non provision of penal interest on recalled banks loans declared as NPA: The Board is of the opinion that liability for penal interest payable has not been quantified on account of uncertainty and discretionary nature of lending banks on this matter.
PARTICULARS OF EMPLOYEES Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 does not form part of this Report, as no employee of your Company is covered as per provisions contained therein.
14.
PERSONNEL The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmosphere that inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish to place on record the support and confidence reposed in the management by the employees.
15.
CONSERVATION OF ENERGY Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.
4
16.
RESEARCH AND DEVELOPMENT Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensure that Company increases its market share. The Company has always attempted to use the latest and advanced technology for its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. The slow down in the economy and higher interest costs has also deterred the further research and development activities of the company to keep it abreast with the current technological changes.
17.
FOREIGN EXCHANGE EARNINGS AND OUTGO a) b)
18.
Foreign Exchange Earnings Foreign Exchange Outgo
Rs. Nil Rs. Nil
ACKNOWLEDGEMENT During the current difficult times where the company is facing all the challenges, your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levels who, through their dedication and co-operation have always supported the company. By Order of the Board of Directors For Noesis Industries Limited
Sd/(Prem Adip Rishi) Chairman & Managing Director
Place: New Delhi Date : 25th August, 2014 Registered Office: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: +91-11-41662674 E-mail:
[email protected] Website: www.mvlindustries.in CIN: L32109DL1986PLC026273
5
MANAGEMENT DISCUSSION AND ANALYSIS The management is presenting this Report as a part of Director’s Report in compliance to the Corporate Governance Code of Securities and exchange Board of India under Clause 49(F) of the listing Agreement. 1.
Industrial Structure The consumer electronics industry is going through tough times due to rapid technological changes. The margins on the products are declining and the companies are facing cut throat competition. The products are being sold at hefty discounts resulting into erosion in bottom line, and business losses also. The slowdown in the economy has also added fuel to the problem. Companies are cutting corners to stay afloat as rising input cost and costlier borrowing have forced them to defer investment plans, thus offering fewer jobs. The industrial and agricultural growth index is also declining; and the disposable income in the hands of the consumer is not increasing due to high inflation. There is shift in demand patterns and the consumer is inclined to defer its purchase decision unless it becomes a necessity; thus reducing demand for goods.
2.
Business Outlook In the backdrop of two years of sub five percent growth of the Indian economy, there is a new hope of revival on account of host of new ideas and initiatives of the new Government. Thrust to infrastructure, boosting entrepreneurship and private public partnership and measures to push up savings in the economy would be the three key factors for new business outlook in the country. As per IMF, the world economy is projected to grow at 3.6% in 2014 vis-à-vis 3% in 2013. These are the good signals for revival of economy, but some factors such as crisis in West-Asia may affect the oil prices; below average monsoon predictions by IMD may again fuel the inflation which may not allow softening of interest rates. These factors may deter growth in the economy. Therefore, the business outlook is still cautious and is looking for more initiatives from the Government for revival.
3.
SWOT Analysis Strengths
More than two decades old, professionally managed Company.
Experienced, committed and forward-looking Management Team.
Reputed “MEDIA” Brand in general masses.
Weaknesses
Dependence on single product line.
Low margins on products because of severe competition.
High debts and their servicing costs.
Higher working capital cycle.
Opportunities
Continued growth in the consumer electronics market.
Rising disposable income.
Availability of financing Scheme.
Threats
Risk of technical obsolescence.
Competition in consumer electronic industry and also from unorganized/grey market.
Government policy on Taxation has significant impact on the price and thus demand for the Company’s products.
Slowdown in economy.
High interest costs.
Cheaper imports from the overseas market.
6
4.
Financial and Operational Performance During the period under Review, the company has suffered losses due to closure of business line. The debtors have adjusted their dues towards the company against their past claims and future liabilities towards the customers. The realizable value of stocks has become negligible because of their non saleability. Due to these reasons, the debtors and stocks are written off resulting into business loss from operational activities.
5.
Adequacy of Internal Control Systems The Company has set up internal control procedures commensurate with its size and nature of the business and periodically reviews the internal control system and procedures leading to the orderly and efficient conduct of its business. These business procedures ensure optimum use and protection of the resources and compliance with the policies, procedures and statues. The internal control systems provide for well defined policies, guidelines, authorization and approval procedures. The prime objective of such audits is to test the adequacy and effectiveness of the internal controls laid down by management and to suggest improvements. The Audit Committee of the Board, Statutory Auditors and the Management are regularly apprised of internal audit findings. The Audit Committee of the Company consisting of Non-Executive and Independent Directors.
6.
Material Development in Human Resources The company lays lot of importance on manpower rationalization and efficiency improvement. The company believes that human resources are vital resources for giving the company a competitive edge in the current business environment. The Company strictly follows the philosophy of congenial work environment, performance oriented work culture, knowledge, skill building, creativity and responsibility and performance based compensation. Action has been taken to develop and enhance the skills of human resource.
7.
Risks and Concerns The company was reeling under the pressure of negative cash flows from operating activities since the last 7-8 years. It tried to diversify into new product lines to mitigate the losses but economic slowdown, inadequate capital and high cost of capital acted as deterrent for such diversification plans. Presently, the major concern for the company is to revive its business activity and to repay the borrowings. The Company is exploring all avenues to come out of these bad times which it will be able to do with the help of its business associates and lending institutions.
8.
Cautionary Statement The statements in the Directors’ and Management Discussion and Analysis Report describing the Company’s projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since the company’s operations are influenced by many external and internal factors beyond the control of the Company. By Order of the Board of Directors For Noesis Industries Limited
Sd/(Prem Adip Rishi)
Place: New Delhi Date : 25th August, 2014
Chairman & Managing Director
Registered Office: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: +91-11-41662674 E-mail:
[email protected] Website: www.mvlindustries.in CIN: L32109DL1986PLC026273
7
Report on Corporate Governance 1.
The Company’s philosophy on code of Governance Corporate Governance provides a framework within which stakeholders pursue the objectives of the organization most effectively and signifies acceptance by management of the inalienable rights of the shareholders as the true owners of the organization and of their own role as trustees on behalf of them. Corporate Governance has been a high priority for us both in the letter and in spirit. Our commitment to ethical and lawful business conduct is a fundamental shared value of our Board of Directors, senior management personnel and employees and is critical to the Company’s success. Our standards for business conduct provide that we will uphold ethical and legal standards vigorously as we pursue our financial objectives. We believe that good governance brings about sustained corporate growth and long-term benefits to the stakeholders by the adopting the following business philosophy:
2.
Fairness, transparency , accountability and fair to all stakeholders;
Without compromising on the ethics and principles creating value for all stakeholders;
Compliance with the law of land.
Clear communication of significant information leading to high degree of disclosures and transparency in the conduct of management and the business.
Board of Directors The present strength of the Board of Directors of the Company is six comprising of Chairman & Managing Director, Executive Director and four non-executive Directors. The Composition of the Board is in conformity with the Listing Agreement. No Director is a member of more than 10 committees or acts as Chairman of more than 5 committees across all companies in which he/she is a Director.
a)
Composition of the Board of Directors
Name of the Directors
Designation
Category (Independent/ Non-executive/ Executive)
Number of Directorships held in other Companies*
Number of Board Committee membership/ chairmanship held in other companies** Chairman
Member
Mr. Prem Adip Rishi
Chairman & Managing Director
Promoter Director 9
—
3
Mr. Rakesh Gupta***
Director
Executive Director
4
2
1
Mr. Rajesh Galhotra
Director
Non-Executive Director
3
—
—
Mr. Vijay Kumar Sood
Director
Non-Executive Independent Director
2
—
—
Mrs. Kalpana Gupta
Director
Non-Executive Independent Director
7
2
—
Mr. Kamal Kumar Jain
Director
Non-Executive Independent Director
1
—
2
*
Number of directorships in other companies excludes alternate directorships, directorships held in private limited companies, foreign companies and in companies under section 25 of the Companies Act, 1956.
**
The Committees considered for the purpose are those prescribed under Clause 49 of the Listing Agreement(s).
***
Mr. Rakesh Gupta ceased as Whole Time Director of the Company w.e.f. 30th November, 2013 but has contined as Director.
8
b)
c)
d)
Attendance Record of Directors Name of the Director
No. of Board meetings held
No. of Board meetings attended
Whether attended last AGM held on 27-12-2013 Yes
Mr. Prem Adip Rishi
6
6
Mr. Rakesh Gupta
6
6
Yes
Mr. Rajesh Galhotra
6
6
Yes
Mr. Vijay Kumar Sood
6
0
Yes
Mrs. Kalpana Gupta
6
6
Yes
Mr. Kamal Kumar Jain
6
6
Yes
No. of Board Meetings held As per Listing Agreement, the Board must meet at least four times a year with a maximum gap of not more than four months between any two meetings. During the year, total 6 (Six) Board Meetings were held on various dates as per details given below: 13.08.2013
17.10.2013
20.12.2013
02.01.2014
13.02.2014
05.03.2014
Brief resume of Directors proposed for appointment/ re-appointment i)
ii)
Mr. Vijay Kumar Sood, aged 65 years is holding B.E. (Telecommunications) degree from B.I.T.S., Pilani. He was formerly the fellow of the Institute of Electronics and Telecommunication and was also a senior Cambridge from St. Georges College, Mussorrie. He has to his credit over 31 years of vast experience in various companies. Directorship of Companies (as on 31.03.2014) S. No.
Name of the Company
Position
1.
MVL Limited
Director
2.
Falcon Technosystems Limited
Director
Shareholding in Noesis Industries Limited Mr. Vijay Kumar Sood holds Nil equity shares in his name as on 31st March, 2014. Mr. Kamal Kumar Jain, aged 63 years is a science graduate and is possessing MBBS degree. He has to his credit around 31 years of rich experience of administration. Directorship of Companies (as on 31.03.2014) S. No.
Name of the Company
Position
1.
MVL Credits Holdings and Leasing Limited
Director
Shareholding in Noesis Industries Limited Mr. Kamal Kumar Jain holds Nil equity shares in his name as on 31st March, 2014. iii) Mrs. Kalpana Gupta, aged 50 years is a science graduate and also an Intermediate from the Institute of Chartered Accountants of India. She has to her credit around 24 years of experience in accounts and taxation matters. Directorship of Companies (as on 31.03.2014) S. No.
Name of the Company
Position
1.
MVL Limited
Director
2.
Falcon Technosystems Limited
Director
3.
MVL Credits Holdings and Leasing Limited
Director
4.
Media Magnetic Cassettes Limited
Director
5.
MVL Developers Limited
Director
6.
Cardinal Infratech Limited
Director
7.
MVL Solar Power Limited
Director
Shareholding in Noesis Industries Limited Mrs. Kalpana Gupta holds Nil equity shares in her name as on 31st March, 2014.
9
e)
No. of Shares held by Non-Executive Directors Mr. Rajesh Galhotra, Non-Executive Director was holding 60 equity shares of the Company as on 31.03.2014.
f)
Relationship between Directors inter-se Mr. Prem Adip Rishi, Chairman & Managing Director of the Company and Mr. Rajesh Galhotra, Director of the Company are related to each other.
3.
Board Committees Noesis Industries Limited has the following Committees of its Directors for the compliance with various Corporate Governance requirements:
a)
a)
Audit Committee,
b)
Remuneration Committee,
c)
Share Transfer cum Demat Committee,
d)
Shareholders Grievance Redressal Committee.
Audit Committee Composition of the Audit Committee The Audit Committee was constituted in conformity with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchanges. The Audit Committee would assure to the Board, adherence of adequate internal control and financial disclosure and other acts confirming to the requirements of Listing Agreement with the Stock Exchanges. Presently, Audit Committee comprises three members out of which two are Non-Executive and Independent Directors viz. Mrs. Kalpana Gupta, Mr. Kamal Kumar Jain and one is Non-executive Director Mr. Rajesh Galhotra. The constitution of the Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956. Powers of Audit Committee i.
To investigate any activity within its terms of reference.
ii.
To seek information from any employee.
iii.
To obtain outside legal or other professional advice.
iv.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee The role of the Audit Committee shall include the following: i.
Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
ii.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
iii.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
iv.
Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a.
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
b.
Changes, if any, in accounting policies and practices and reasons for the same.
c.
Major accounting entries involving estimates based on the exercise of judgment by management.
d.
Significant adjustments made in the financial statements arising out of audit findings.
e.
Compliance with listing and other legal requirements relating to financial statements.
f.
Disclosure of any related party transactions.
g.
Qualifications in the draft audit report.
10
v.
Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
vi.
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
vii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. viii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. ix.
Discussion with internal auditors any significant findings and follow up there on.
x.
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
xi.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern.
xii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. xiii. To review the functioning of the Whistle Blower mechanism, in case the same is existing. xiv. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. xv. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Committee Meeting Details Three meetings of the Audit Committee were held on 29.08.2013, 14.11.2013 and 13.02.2014. The attendance at the Audit Committee:
b)
Name of the Member
Designation
No. of meetings held
No. of meetings attended
Mrs. Kalpana Gupta
Chairman
3
3
Mr. Rajesh Galhotra
Member
3
3
Mr. Kamal Kumar Jain
Member
3
—
Remuneration policy and remuneration Committee Composition of the Committee The Remuneration Committee of the Company comprises of three members out of which two are Non-Executive and Independent Directors viz. Mrs. Kalpana Gupta, Mr. Kamal Kumar Jain and one is Non-executive Director Mr. Rajesh Galhotra. The non-executive Directors have not drawn any remuneration from the Company except sitting fee for meetings of the Board and Committees attended by them. Terms of Reference of the Committee i.
To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.
ii.
To carry out evaluation of every Director’s performance.
iii.
To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommended to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
iv.
To formulate the criteria for evaluation of Independent Directors and the Board.
iv.
To device a policy on Board diversity.
v.
To recommend/review remuneration of the Managing Director(s) and Whole Time Director(s) based on their performance and defined assessment criteria.
11
vi.
To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.
vii. To perform such other functions as may be necessary or appropriate for the performance of its duties. Committee Meeting Details During the year Nil remuneration committee meeting was held. c)
Share Transfer cum Demat Committee The Company has a Share Transfer cum Demat Committee comprising Mr. Prem Adip Rishi, Mr. Rakesh Gupta and Mr. Rajesh Galhotra as members. All shares received for transfer or dematerialization, as the case may be, were either approved and/or registered within the prescribed time period, or a letter showing the requirement for correction of errors or the discrepancies were sent to the concerned members. As on the year end i.e. 31.03.2014, there was no case of pending request for transfer or dematerialization beyond the stipulated time. The details of meetings of Share Transfer cum Demat Committee: Name of the Member
No. of meetings held
No. of meetings attended
24
24
Mr. Prem Adip Rishi
d)
Mr. Rakesh Gupta
24
24
Mr Rajesh Galhotra
24
24
Shareholders Grievance Redressal Committee Your company has also constituted Shareholders Grievance Redressal Committee to look into Shareholders’ grievances and complaints and to resolve them satisfactorily and improve the quality of investor services. Mrs. Kalpana Gupta, Director of the Company, chairs the Committee. The other members of the Committee are Mr. Rakesh Gupta and Mr. Rajesh Galhotra, Directors of the Company. The Committee met three times during current year on 30.09.2013, 31.12.2013 and 31.03.2014, to review all investor grievances and ensure their speedy redressal. All the complaints received during the year under review regarding nonreceipt of securities after transfer / transmission, requests for change of address and other complaints were resolved. The attendance at the Shareholders Grievance Redressal Committee meetings is given below: Name of the Member
4.
No. of meetings held
No. of meetings attended
Mrs. Kalpana Gupta
3
3
Mr. Rajesh Galhotra
3
3
Mr. Rakesh Gupta
3
3
General Body Meetings The particulars of the last three Annual General Meetings: Year
Date
Time
Location
Special resolution
2012-2013
27.12.2013
12.30 P.M
MPCU Shah Auditorium, Shree Delhi Gujrati Marg, Civil Lines, Delhi-110054.
Change of name of Company from MVL Industries Limited to Noesis Industries Limited u/s 21 and 31
2011-2012
29.12.2012
12.30 P.M
Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074.
NIL
2010-2011
20.12.2011
12.30 P.M
MPCU Shah Auditorium, Shree Delhi Gujrati Marg, Civil Lines, Delhi-110054.
NIL
Notes: i)
Special resolution was passed by show of hands.
ii)
There was no postal ballot during the year.
iii)
The Company has not convened any EGM during the year.
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5.
Disclosures i.
Disclosure on materially significant Related Party Transactions Details of materially significant related party transactions made during the year are given in Note No. 27.22 of Notes to Financial Statements in Balance-Sheet as at 31.03.2014.
ii.
Disclosure on non-compliance on any matter related to capital markets during last three years No penalties or strictures have been imposed on the Company by the stock exchange or SEBI or any statutory authority on any matter related to capital market for non-compliance during the last three years. The Investor’s complaints received through SEBI/Stock Exchanges have been resolved in due course.
iii. Whistle Blower Policy There is a highly effective Whistle Blower Policy in the Company, which sets out the process and mechanism whereby employees at various levels in the organization can bring to the notice of the management, any violations of the applicable laws, rules and regulations and also any unethical or unprofessional conduct. All such reports are taken up for consideration at appropriate intervals depending upon the gravity of the matter reported. Adequate rectifying measures are thereupon initiated in the right earnest, at the appropriate level. In order to encourage the employees to freely air their views and voice their concerns on various matters and to prevent any victimization of the employees is kept strictly confidential. It would be important to mention here that Audit Committee set up by the Board, constitutes a vital component of Whistle Blower mechanism and instances of financial misconduct if any, are reported to the Audit Committee. No employee is denied access to the Audit Committee. iv.
Compliance with Mandatory Requirements (a) Management Discussion and Analysis: are given elsewhere in this Annual report. (b) Subsidiaries Companies: The Company has no Subsidiary as on 31.03.2014. (c) Details about Material Subsidiaries and Transactions: There was no material subsidiary as at 31.03.2014. Compliance with Non-Mandatory Requirements Remuneration Committee: The Board has set up a Remuneration Committee, details whereof are furnished at Sr. No. 3(b) of this report.
v.
Means of Communication: The Annual, Half yearly and Quarterly Results are submitted to the Stock Exchanges in accordance with the Listing Agreements and are normally published in English in Mint and in Hindi in Rashtriya Sahara.
vi.
Disclosures of Accounting Treatment In the preparation of the financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) to the extent applicable.
vii.
Risk Management In order to ensure that Management controls risk through means of a properly defined framework, a report on Risk Assessment and Minimization procedure as prepared by functional heads of the Company is being reviewed periodically by the Board of Directors.
6.
General Shareholders’ Information
(a)
Annual General Meeting Date
30th September, 2014
Day
Tuesday
Time
3.00 P.M.
Venue
Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074
13
(b)
Financial Calendar: 1st April, 2014 to 31st March, 2015 Results for the Quarter ending 30th June, 2014
Second week of August, 2014
th
Results for the Quarter ending 30 September, 2014
Second week of November, 2014
Results for the Quarter ending 31st December, 2014
Second week of February, 2015
Results for the Quarter ending 31st March, 2015
Last week of May, 2015
Annual General Meeting for the year ending March, 2015
Last week of September, 2015
(c)
Date of Book Closure/ Record Date : Friday, 26th September, 2014 to Tuesday, 30th September, 2014 (both days inclusive).
(d)
Dividend : The Company is not declaring any dividend.
(e)
(f) (g) (h)
Listing on Stock Exchanges S.No.
Name of the Stock Exchanges
Stock Code
i.
National Stock Exchange of India Limited
‘NOESISIND’
ii.
Bombay Stock Exchange Limited
Annual Listing Fee ISIN Number for NSDL & CDSL
530435
:
Paid to the Stock Exchanges for the year 2014-15
:
IN8141B01011 (Old ISIN No. INE141B01020)
Stock Price Data Month
National Stock Exchange
Bombay Stock Exchange
High
Low
High
Low
(Rs.)
(Rs.)
(Rs.)
(Rs.)
July 2013
4.40
4.35
2.79
2.25
August 2013
4.15
4.15
2.31
2.15
September 2013
4.25
3.55
2.31
1.95
October 2013
3.40
3.40
2.04
1.68
November 2013
3.25
2.95
1.93
1.50
December 2013
2.95
2.65
1.95
1.55
January 2014
2.85
2.55
2.95
2.04
—
—
2.87
2.36
2.70
2.60
2.25
1.51
February 2014 March 2014
Source: www.nseindia.com (i)
Source: www.bseindia.com
Distribution of Shareholding/ Shareholding Pattern (a) Distribution of Shareholding as on 31/03/2014 NO. OF SHARES 1 -5000
NO. OF SHAREHOLDERS
NO. OF EQUITY SHARES
TOTAL
% OF TOTAL
TOTAL
% OF TOTAL
11,162
90.70
11,66,721
4.43
5001-10000
628
5.10
4,68,730
1.78
10001-20000
252
2.05
3,67,037
1.39
20001-30000
103
0.84
2,63,643
1.00
30001-40000
37
0.30
1,31,225
0.50
40001-50000
17
0.14
79,019
0.30
50001-100000
49
0.40
3,36,994
1.28
100000 and above
58
0.47
2,35,15,722
89.32
12,306
100.00
2,63,29,091
100.00
TOTAL
14
(b)
Shareholding Pattern as on 31/03/2014 Category (A)
% of Shareholding
1,16,50,144
44.25
1,16,50,144
44.25
5,880
0.02
6,33,631
2.41
6,39,511
2.43
Promoter Holding Promoters Sub Total (A)
(B)
Institution
(a)
Mutual Funds/ UTI
(b)
Financial Institutions/ Banks Sub Total (B)
(j)
No. of shares
(C)
Non-Institution
(a)
Bodies Corporate
37,83,736
14.37
(b)
Indian Public
99,24,612
37.69
(c)
Clearing Member
304
0.00
(d)
Any Other (NRIs/ OCBs)
3,30,784
1.26
Sub Total( C)
1,40,39,436
53.32
Grand Total ( A+B+C)
2,63,29,091
100.00
Shares Transfer System The shares of the company are tradable compulsorily in demat form and are available for trading in the depository systems of both National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Ltd. (CDSL). The share transfer work is handled by Registrar and Share Transfer Agent (RTA), Alankit Assignments Limited. All requests received by the Company/RTA for Dematerialisation/ Rematerialisation/ Transfer are disposed off expeditiously. Share Certificates duly endorsed are issued/ transferred to all those shareholders, who opt for shares in the physical form.
(k)
Dematerialization of Shares The Company’s Equity Shares are eligible for dematerialization. The Company has signed agreements with both the depositories namely NSDL and CDSL. The shareholders may therefore hold Company’s share in electronic mode. The Company’s ISIN No. for both the depositories is IN8141B01011 (Old ISIN No. INE141B01020). As on 31st March, 2014, 2,59,57,533 Equity Shares constituting 98.59% of total Equity of the Company were held in dematerialized form with both the depositories namely NSDL and CDSL.
(l)
Outstanding GDRs / ADRs / Warrants etc. The Company has no outstanding GDRs/ ADRs/ Warrants etc. as on 31.03.2014.
(m)
Plant Location A-785, RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan.
(n)
Registrar and Share Transfer Agent Alankit Assignments Limited, 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 Ph: 42541234, 23541234 Fax: 91-11-42541967 E-mail:
[email protected]
15
(o)
Investors’ correspondence can also be addressed to: Mr. Rakesh Gupta Director Noesis Industries Limited, Millennium Plaza, Tower-A, Ground Floor, Sushant Lok-1, Sector – 27, Gurgaon – 122002. Ph : 0124-4525100 Fax: 0124-4525135 E-mail:
[email protected]
(p)
CEO/CFO Certification As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification is given in the Annual report.
(q)
Compliance of Code of Conduct Your Company has laid down a Code of Conduct for all Board Members and senior Management as stipulated in Clause 49 I (D) of the Listing Agreement. All Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March, 2014. The declaration signed by Mr. Prem Adip Rishi, Chairman & Managing Director is given hereunder: -
Declaration under Clause 49 (I) (D) of Code of Conduct To The Board of Directors, Noesis Industries Limited, As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has laid down a Code of Conduct for its Board of Directors and Senior Management I, Prem Adip Rishi, Chairman & Managing Director of the Company confirm the compliance of this Code of Conduct by all the members of the Board and Senior Management Personnel. By Order of the Board of Directors For Noesis Industries Limited
Sd/Prem Adip Rishi
Place: New Delhi Date : 25th August, 2014
Chairman & Managing Director
16
CEO/CFO CERTIFICATION To, The Board of Directors, Noesis Industries Limited, We, Prem Adip Rishi, Chairman & Managing Director and Rakesh Gupta, Director certify that: (a)
We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2014 and to the best of our knowledge and belief: (i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations; (b)
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s code of conduct.
(c)
We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed the Auditors and Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we are aware and steps have been taken to rectify these deficiencies;
Place : New Delhi Date : 25th August, 2014
(Sd/-) (Prem Adip Rishi) Chairman & Managing Director
(Sd/-) (Rakesh Gupta) Director
Certificate of Company Secretary in practice regarding compliance of conditions of Corporate Governance To The members of Noesis Industries Limited I have examined the compliance of conditions of corporate governance by Noesis Industries Limited for the year ended 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the said company with the stock exchanges. The compliance of conditions of corporate governance is the responsibility of the management. My examination was limited to procedure and implements thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In my opinion and to the best of my information and according to the explanation given to me, I certify that the Company has complied with the Corporate Governance as stipulated in the above-mentioned Listing Agreement. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Sd/R.S. Bhatia Company Secretary in practice C.P. No. 2514
Place : New Delhi Date : 25th August, 2014
17
INDEPENDENT AUDITOR’S REPORT The Shareholders, NOESIS INDUSTRIES LIMITED (FORMERLY-MVL INDUSTRIES LTD.) Report on the Financial Statements 1.
We have audited the accompanying financial statements of NOESIS INDUSTRIES LIMITED (“the Company”) which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement of the company for the period of nine months ending on 31.03.2014 and a summary of significant accounting policies and other explanatory information.
2.
Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of financial position and financial performance of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Company Act 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3.
Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
4.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
5.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
6.
Basis for Qualified Opinion Reference is invited to
Note No. 27.18 Regarding the financial statements of the company being prepared on a going concern basis, notwithstanding the fact that operations have been discontinued, Loss of Rs.3540.78 Lacs has been incurred during the period, net worth is minus Rs.25,155.92 Lacs and defaults towards repayment of dues to banks and financial institution are of Rs. 24,494.83 Lacs with no activity for revival. We are of the opinion that there is no feasibility for the company to carry on as a going concern, unless additional funds are infused, loans are restructured and revival activities are restarted.
Note No. 27.12 regarding non availability of confirmations in respect of debit and/or credit balances of loans, advances, deposits, trade receivables and trade payable In the absence of such confirmations, any provision to be made for the adverse variation in carrying of amounts of these balances, are not quantified, as well as the quantum of adjustment if any, required to be made remain unascertained.
Note No. 27.19 regarding non provision of penal interest on recalled banks loans declared as NPA. Liability for penal interest payable has not been quantified on account of uncertainty and discretionary nature of penal interest, if any payable.
18
7.
Qualified Opinion In our opinion and to the best of our information and according to the explanation given to us, except for possible effects of the matters described in paragraph , 6 above - the basis of qualified opinion , the financial statements give a true and fare view :i)
In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2014;
ii)
In the case of statement of Profit and Loss of the Loss for the nine months period ending on 31st March, 2014.
iii)
In the case of the Cash Flow Statement, of the Cash flow for the nine months period ending on 31st March, 2014
Report on Other Legal and Regulatory Requirements 8.
As required by the Companies (Auditor’s Report) Order,2003 (as amended) (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.
9.
As required by section 227(3) of the Act, we report that: a.
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b.
In our opinion proper books of account as required by law have been kept by the company, so far as it appears from our examination of those books.
c.
The Financial statements dealt with by this report are in agreement with the books of account.
d.
In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 Except provision of leave encashment made on own estimate, rather than on actuarial valuation basis in terms of Accounting standard AS-15 .
e.
On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the board of directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956 For ARUN KISHORE & COMPANY CHARTERED ACCOUNTANTS ( ICAI Regd.No. 001898 N) Sd/CA ARUN KISHORE PARTNER [Membership No. 10770]
Place : New Delhi Date : 28th May, 2014
19
Reg. NOESIS INDUSTRIES LIMITED PERIOD ENDED 31.03.2014 ANNEXURE REFERRED TO UNDER PARAGRAPH 8 OF THE AUDITOR’S REPORT OF EVEN DATE I)
II)
III)
a)
The Company has maintained records showing full particulars, including quantitative details and situation of its fixed assets but it needs to be improved.
b)
During the period as informed to us, no discrepancy was noticed on physical verification of fixed assets;
c)
During the period the company has not disposed off substantial part of fixed asset.
a)
According to the information given to us the management has conducted physical verification of stocks, at reasonable intervals during the period;
b)
In our opinion and according to the information and explanations given to us, the procedure for physical verification of inventory followed by the management needs to be improved keeping in view the past experience size of the company and the nature of its business;
c)
The company has maintained proper records of inventory and no sizable discrepancies were noticed on physical verification as compared with the book record.
In respect of loans, secured or unsecured ,granted or taken by the Company to or from Companies ,firms or from other parties covered in the register maintained under Section 301 of the Companies Act,1956,according to the information and explanations given to us : a)
IV)
V)
The Company has neither granted nor taken any loans to/ from any such parties, accordingly Para’s ‘a’ to ‘g’ of clause III of the order are not applicable to the company.
In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the said internal controls. In respect of transactions covered under section 301 of the Companies Act, 1956: a)
In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered;
b)
The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lacs in respect of any party during the period are at fair prices keeping in view the terms and market conditions.
VI)
In our opinion and according to the information given to us, the Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA of the Companies Act 1956 and the rules framed there under.
VII)
In our opinion the Company’s has an internal audit system which needs to be strengthened to make the same commensurate with the size and the nature of its business.
VIII)
According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of company’s trading activities.
IX)
a)
In our opinion and according to the information and explanations given to us, undisputed statutory dues including Provident Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Custom Duty, Excise, Cess have generally been regularly deposited with appropriate authorities, barring delayed payments in some cases.
b)
According to the information and explanations given to us undisputed amounts in respect of aforesaid dues which were outstanding as at 31st March 2014 for a period of more than 6 months from the date they became payable, are towards Tax deducted at Source of Rs.3.60 lacs and Income Tax of Rs. 5.42 lacs.
20
c) S.No.
According to the information and explanations given to us following dues have not been admitted payable on account of disputes /appeals pending with appropriate authorities:Name of the statute
Nature of the dues & Period
Amount under dispute (Rs. in Lacs)
1.
Delhi Sales Act
Sales Tax for 87-88 and 88-89
2.
Sales Tax Act of West Bengal
Sales Tax for 2001-2002
3.
Delhi Vat Act
VAT for 2005-2006
4.
Income Tax
Asstt. Year 2008-2009
11.50
Forum where dispute is pending Delhi High Court
1.96
Commercial Tax Officer
152.48
Tribunal Vat, New Delhi
30.46
ITAT, New Delhi
5.
Income Tax
Asstt. Year 2009 -2010
79.31
CIT (Appeals)New Delhi
6.
Income Tax
Asstt. Year 2010-2011
118.43
CIT (Appeals) New Delhi
7.
Income Tax
Asstt. Year 2011-2012
76.54
CIT (Appeals) New Delhi
Total
470.68*
*The above figures are exclusive of interest if any payable thereon. X) The Company has an accumulated loss of Rs. 25,155.92 lacs as at the end of the financial period and it has incurred cash loss of Rs. 3,491.51 Lacs in the current year, previous year 24,083.97 Lacs. Accumulated losses at the end of the financial year are more than the company‘s net worth. XI) According to the information and explanations given to us, during the period the Company has defaulted in re-payment of dues to financial institution and banks amounting to Rs. 24,494.83 lacs as at 31.03.2014, default towards principal amount is Rs. 1,9367.25 lacs and towards interest is Rs. 5,127.57 lacs. The default started from the period beginning from January, 2012 and continue, till the date of our audit. XII) Based on our examination and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. XIII) The Company is not a chit fund/nidhi/mutual benefit fund/society; as such the provisions of clause 4(xiii) of The Order are not applicable. XIV) In our opinion and according to the information and explanations given to us, during the period the company is not engaged in a major way in trading in shares, securities, debentures and other investments. Shares, securities, bonds and other investments are held in its own name. XV) According to the information and explanations given to us, and the representations made by the management, the guarantees given by the Company for loans taken by other associate companies from banks/ financial institutions, in our opinion, are prima facie, on an overall basis not prejudicial to the interest of the Company. XVI) In our opinion and according to the information and explanations given to us, the Company has, prima-facie , applied the term loans availed, for the purposes for which these were obtained. XVII) According to the information and explanations given to us, and on an overall examination of Balance Sheet and the Cash Flow statement of the company, and after placing reliance on the reasonable assumptions made by the Company for classification of usage of funds we are of the opinion that prima facie, short-term funds have not been used for long term investment. XVIII) During the period the Company has made no preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956. XIX) During the period the Company has not issued any debentures. XX) The Company has not raised any money by public issues during the period. XXI) During the course of our examination of the books and record of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the period, nor have we been informed of such case by the management. For ARUN KISHORE & COMPANY CHARTERED ACCOUNTANTS ( ICAI Regd.No. 001898 N) Sd/CA ARUN KISHORE PARTNER [Membership No. 10770]
Place : New Delhi Date : 28th May, 2014
21
Balance Sheet as at 31st March, 2014 PARTICULARS
NOTE NO’S
EQUITY AND LIABILITIES SHAREHOLDERS’ FUNDS: Share Capital Reserves and Surplus
2 3
NON-CURRENT LIABILITIES Long-Term Borrowings Deferred Tax Liabilities (Net) Other Long Term Liabilities Long-Term Provisions
(2,252,300,890)
263,290,910 (2,161,513,375) (1,898,222,465)
4,146,719
15,565,557 345,000 3,350,111 19,260,668
2,473,818,781
2,199,889,771 44,259,102 33,620,192 2,277,769,065
225,664,610
398,807,268
2,996,007 335,000 815,712
5 6
7 8 9 10
2,464,925,986 7,116,701 1,776,093
TOTAL: ASSETS NON-CURRENT ASSETS Fixed Assets Tangible Assets Intangible Assets Capital Work-in-Progress
AS AT 30/06/2013 (Amount in Rs.)
263,290,910 (2,515,591,800)
4
CURRENT LIABILITIES Short Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions
AS AT 31/03/2014 (Amount in Rs.)
11 73,415,876 -
130,561,915
85,955,839 85,955,839 129,620,289 138,816,541 218,381 268,655,211
21,686,819
11,973,311 14,112,896 1,361,081 16,601,384 147,545 44,196,218
225,664,610
398,807,268
73,415,876 Non-Current Investments Deferred Tax Assets (net) Long-Term Loans and Advances Other Non-Current Assets
12 13 14
CURRENT ASSETS Inventories Trade Receivables Cash and Cash Equivalents Short-Term Loans and Advances Other Current Assets
15 16 17 18 19
Significant Accounting Policies The accompanying notes no. 1 to 27 form an integral part of the financial statements TOTAL: Subject to our report of even date FOR ARUN KISHORE & COMPANY Chartered Accountants (ICAI FRN: 001898N) Sd/CA Arun Kishore Partner
130,016,546 292,752 252,617
470,806 664,354 5,117,875 15,335,416 98,368
1
For and on behalf of the Board Sd/(Prem Adip Rishi) Chairman & Managing Director
Membership No.10770 Place : New Delhi Date : 28th May, 2014
22
Sd/(Rakesh Gupta) Director
Sd/(Rajesh Galhotra) Director
Statement of Profit & Loss for the Period ended 31st March, 2014 FOR THE PERIOD ENDED 31/03/2014 (Amount in Rs.)
FOR THE YEAR ENDED 30/06/2013 (Amount in Rs.)
1,964,576 25,432,049
25,920,261 6,628,764
27,396,626
32,549,025
335,250 11,420,275 5,842,043 276,690,954 109,321,233
23,373,724 110,053,795 15,028,303 320,029,637 170,302,846
403,609,755
638,788,305
(376,213,129)
(606,239,280)
4,927,710
6,885,623
(381,140,839)
(613,124,903)
2,257,586 (29,320,000)
1,802,157,980 -
PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX Extraordinary Items Cr/(Dr)
(354,078,425)
(2,415,282,883)
-
-
PROFIT/(LOSS) BEFORE TAX Provision for Income Tax Cr/(Dr) Provision for Deferred Tax Cr/(Dr)
(354,078,425) -
(2,415,282,883) (1,610,558)
PROFIT/(LOSS) AFTER TAX
(354,078,425)
(2,413,672,325)
(13.45) (13.45)
(91.67) (91.67)
PARTICULARS
NOTE NO’S
REVENUE Revenue from operations Other Income
20 21 Total Revenue
EXPENSES Purchase of stock-in-trade (Traded goods) Increase/(Decrease) in inventories Employee benefits expenses Finance costs Other expenses
22 23 24 25 Total Expenses
EARNING BEFORE DEPRECIATION , AMORTISATION AND TAX Depreciation and amortisation
11
PROFIT/(LOSS) BEFORE EXCEPTIONAL & EXTRAORDINARY ITEMS AND TAX Exceptional Items Cr/(Dr) Write back of Un-used Provisions
26
Earning per equity share (Nominal value of shares Rs.10/- each) Basic (in Rs.) Diluted (in Rs.) Significant Accounting Policies 1 The accompanying notes no.1 to 27 form an integral part of the financial statements Subject to our report of even date FOR ARUN KISHORE & COMPANY Chartered Accountants (ICAI FRN: 001898N) Sd/CA Arun Kishore Partner
For and on behalf of the Board Sd/(Prem Adip Rishi) Chairman & Managing Director
Membership No.10770 Place : New Delhi Date : 28th May, 2014
23
Sd/(Rakesh Gupta) Director
Sd/(Rajesh Galhotra) Director
CASH FLOW STATEMENT FOR THE PERIOD ENDED 31.03.2014 S. PARTICULARS No. A)
B.
C.
Cash flow from Operating activities Net Profit /(Loss) before taxation & extraordinary items Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation and Amortisation Revenue Exp./other claims written off Profit/(Loss) on sale of fixed assets Interest expense Lease rent /hire purchase expense Interest income Other misc income Gain on sale of Long Term Investments(net) Operating Profit before working capital changes Movement in working capital: Increase/(decrease) in Trade Payables (Decrease)/Increase in Long Term Liabilities & Provisions (Increase)/decrease in Other Current Liabilities & Short Term Provisions Increase/(decrease) in Trade Receivables Increase/(decrease) in Inventories Increase/(decrease) in Long Term Loans and Advances Increase/(decrease) in ShortTerm Loans and Advances Increase/(decrease) in Other Current Assets Cash generated from /(used in) operations Direct Taxes paid (net of refunds) Cash Flow before extrordinary items Extrordinary items. Net cash flow from/(used in) Operative Activities (A) Cash Flow from investing activities. Purchase of Fixed Assets (Purchase)/Sale of Non-Current Investments Proceeds from Sale of Fixed Assets Interest income Other misc income Gain on sale of Long Term Investments(net) Net Cash flow from/(used in) investing activities (B) Cash Flow from Financing Activities Interest expense Lease rent /hire purchase expense Increase in Share Capital/ Convertible Warrants/ Share Application Increase/(Decrease) in Long Term Borrowing Increase/(Decrease) in Short Term Borrowing Net Cash flow from/(used in) Financing Activities (C) Net increase/(decrease) in cash and cash equivalents (A+B+C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year Components of Cash and Cash Equivalents Cash on hand In Current Accounts
Subject to our report of even date FOR ARUN KISHORE & COMPANY Chartered Accountants (ICAI FRN: 001898N) Sd/CA Arun Kishore Partner Membership No.10770 Place : New Delhi Date : 28th May, 2014
FOR THE PERIOD ENDED 31.03.2014 (RS. IN LACS)
FOR THE YEAR ENDED 30.06.2013 (RS. IN LACS)
(3,540.78)
(24,152.83)
49.28 0.49 0.27 2,765.79 1.12 (0.14) (254.18) (978.15)
68.86 7.70 14.33 3,196.46 3.84 (10.09) (56.20) (304.43) (21,232.36)
(25.44) (381.52) 134.48 115.04 1,385.23 12.16 0.15 261.95 (308.34) (46.39) (46.39)
(1.55) (83.68) 197.27 12,702.09 1,101.28 1,443.84 1,853.49 9.99 (4,009.63) (2.32) (4,011.95) (4,011.95)
(3.96) 75.85 0.14 254.18 326.21
(2.27) 1,197.34 6.90 10.09 56.20 304.43 1,572.69
(2,765.79) (1.12) (125.70) 2,650.36 (242.25) 37.57 6.48 44.05
(3,196.46) (3.84) (1,151.31) 6,772.58 2,420.97 (18.29) 24.77 6.48
39.73 4.32 44.05
5.25 1.23 6.48
For and on behalf of the Board Sd/(Prem Adip Rishi) Chairman & Managing Director
24
Sd/(Rakesh Gupta) Director
Sd/(Rajesh Galhotra) Director
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30.06.2014 1. (a)
(b)
(c)
(d)
(e) (f)
(g)
(h)
(i)
(j)
Significant Accounting Policies Corporate Information Noesis Industries Ltd. (hereinafter referred to as the “Company”) is a Company domiciled in India and incorporated under the provisions of the Companies Act 1956 (The Act). The Company has been engaged in the business of Consumer Electronics Goods. During the period the operations of the company have been drastically curtailed/discontinued on account of heavy losses incurred since last two years. Method of Accounting The financial statements of the company are prepared and presented under the historical cost convention and comply in all material respects with applicable accounting standards as notified by the Central Government vide the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of Companies Act,1956, All incomes & expenditure are accounted for using the accrual method of accounting unless otherwise stated hereafter. Accounting policies not specifically referred to are consistent with generally accepted accounting principles Use of estimates In preparation of the financial statements in conformity with generally accepted accounting principles, estimates and assumptions, where necessary, have been made based on management’s best knowledge and experience. Accordingly, actual results may differ from such estimates. Inventory Valuation Stocks of trading goods, Packing, Stores & Spares are valued at lower of cost or market value on first in first-out basis as per past practice. Fixed Assets including intangible assets and work-in-progress Fixed Assets are stated at cost, net of accumulated depreciation. Depreciation i) Depreciation on tangible and intangible assets is provided on the straight line method at the rates and in the manner specified in Schedule XIV of the Act. ii) Depreciation on additions/ deletions to/from fixed assets is provided on pro-rata basis from the date the asset is put to use /discarded. iii) Individual Assets costing upto Rs. 5000.00 are depreciated @ 100% in the year of purchase. Amortisation i) Deferred revenue expenses brought forward are being amortised in ten equated annual installments ii) No amortization is provided for on lands taken on lease of above 30 years period. Investments i) Non-current investments in equity shares, government securities and mutual funds are stated at cost. ii) Current investments are stated at lower of cost or fair value. iii) Permanent diminution in the value of long term investments are stated at the fair value, after such decline is determined for such investment individually in terms of Accounting Standard (AS)-13 Foreign Currency Translations Transactions in Foreign Exchange are accounted for at Exchange rates prevailing on the date of transactions. Monetary items denominated in Foreign Currencies are converted at the Exchange rate as at the Balance Sheet date. The Exchange differences if any arising on such conversions are recognized as income or expense in the year of such conversion. Taxation i) Current Tax Provision for Income Tax is based on assessable profits/loss of the company as computed in accordance with the relevant provision of the Income Tax Act, 1961 for the period ending 31st March, 2014. ii)
Deferred Tax Deferred Tax is recognized on timing differences; being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets on unabsorbed tax losses and tax depreciation are recognized only when there is a virtual certainty of their realization and on other items when there is reasonable certainty of realization. The tax effect is calculated on the accumulated timing differences at the year end based on the tax rates and laws enacted or substantially enacted on the balance sheet date.
25
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 (k)
(l)
Retirement /Employee Benefits i)
Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, Family Pension fund and Employee State Insurance are charged as revenue expenditure.
ii)
Provision for gratuity is made on actuarial valuation, as per Accounting Standard (AS)-15. Provision for leave encashment is made on the basis of company leave policy as its best estimates.
Segmental reporting The Company’s operations comprise of only one Segments-”Consumer Electronic Goods/Accessories” and therefore there are no other business/geographical segments to be reported as required under Accounting Standards (AS-17) “Segment Reporting”.
(m)
Leases Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between The finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Leases where the lessors effectively retain substantially all the risks and benefits of ownership over the leased term are classified as operating leases. Operating lease Payments including expenses incurred for bringing the leased asset to its working condition for intended use are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.
(n)
Provisions A provision is recognized when an enterprise has a present obligation as a result of past event; and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
PARTICULARS Note - 2 SHARE CAPITAL AUTHORISED CAPITAL 3,67,35,351 Equity shares of Rs.10/- each ISSUED,SUBSCRIBED & FULLY PAID-UP CAPITAL:2,63,29,091 ( Previous year 2,63,29,091) Equity Shares of Rs.10/- each fully paid up .
AS AT 31/03/2014
AS AT 30/06/2013
367,353,510
367,353,510
263,290,910
263,290,910
263,290,910
263,290,910
(a) There is no variation or change in the issued,subcribed and fully paidup equity share capital structure during the year.Therefore,no separate disclosure of reconcialation of number of equity share outstanding as at the beginning and as at the end of the year is required. (b) Out of the above shares,90,00,000 equity shares were alloted as fully paid-up, pursuant to the scheme of amalgamation as on Jan,2006 for consideration other than cash (c) Shareholders holding morethan 5% shares based on legal ownership in the subscribed share capital of the Company is set out:Name of the shareholder
No.of Shares
% held
No.of Shares
% held
2643494 6200000 1533989 2450000 1563233 1462120
10.04 23.55 5.83 9.31 5.94 5.55
2643494 6200000 1533989 2450000 1563233 1462120
10.04 23.55 5.83 9.31 5.94 5.55
Bennett,Coleman & Co.Limited Usha Sharma Anukool Rishi Risbro Technical Equipments Pvt. Ltd. MVL Credits Holdings And Leasing Ltd. Anukool Films Pvt. Ltd.
26
3
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 PARTICULARS Note - 3 RESERVES & SURPLUS:(a) General Reserve Add: Provision made during the year Add: Warrant application money forefeited (b) Share Premium account(opening Balance) Addition during the year (c) Surplus / deficit in the statement of Profit & loss Opening Balance Add: Profit/(Loss) for the year Transfer to General Reserve Closing Balance Note - 4 LONG-TERM BORROWINGS [Secured against hypotheciation of vehicles/equipments or residual charge on current assets and/or against third parties guarantee & securities] Note - 5 OTHER LONG-TERM LIABILTIES Security Received Note - 6 LONG-TERM PROVISIONS Provision of Gratuity (Net of Reversal)
AS AT 31/03/2014
AS AT 30/06/2013
176,800,032 176,800,032 107,117,577 -
176,800,032 176,800,032 107,117,577 -
107,117,577
107,117,577
(2,445,430,984) (354,078,425) (2,799,509,409)
(31,758,659) (2,413,672,325) (2,445,430,984)
(2,515,591,800)
(2,161,513,375)
2,996,007
15,565,557
2,996,007
15,565,557
335,000
345,000
335,000
345,000
815,712
3,350,111
815,712
3,350,111
2,449,483,339
2,084,758,741
15,442,647
115,131,030
2,464,925,986
2,199,889,771
TRADE PAYABLES
-
-
For Goods Supplied
-
-
7,116,701 7,116,701
44,176,262 82,841 44,259,102
Note - 7 SHORT TERM BORROWINGS WORKING CAPITAL LIMITS [Above loans are secured against hypothecation of stocks,debts, other movable and immovable assets present or future and personal Guarantee of the Managing Director] OTHER TERM LOAN [Secured against hypotheciation of vehicles/equipments or residual charge on current assets and/or against third parties guarantee & securities] Note - 8
Note - 9 OTHER CURRENT LIABILITIES For Expenses & Others For Advances From Customers
27
2
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 Note - 10 SHORT-TERM PROVISONS Provision for Income Tax Provision for Gratuity Provision for Bonus Provision for LTA Provision for Leave Encashment
542,037 482,826 337,921 235,300 178,009
31,376,428 704,826 548,362 374,344 616,232
1,776,093
33,620,192
Note - 11 Particulars
Gross Block Cost as on 01-07-2013
(A) Tangible Assets : Land * Building Tubewell Plant & Machinery Dies & Moulds Testing Equipment Office Equipment Vehicles Electrical Installation Furniture & Fixture Total (a) (B) Intangible Assets : Total (b) (C) Capital Work in Progress Total (C) Total (a) + (b) + (c) Total as on 31-03-2014 Total as on 30-06-2014
Depreciation Cost as on 31-03-2014
Total upto 01-07-2013
Adj.for Sales/Trf.
Net Block
Additions
Sales/Trf.
For the Period 31-03-2014
Total upto As on As on 31-03-2014 31-03-2014 30-06-2013
10,622,159 83,866,708 269,190 24,583,388 27,680,774 1,320,529 39,390,374 25,697,070 4,425,861 2,157,019 220,013,072
-
12,882,457 12,882,457
10,622,159 83,866,708 269,190 24,583,388 27,680,774 1,320,529 39,390,374 12,814,613 4,425,861 2,157,019 207,130,615
23,779,659 161,722 21,421,270 27,655,112 1,218,096 38,203,621 15,771,726 3,689,008 2,157,017 134,057,231
5,270,204 5,270,204
2,100,861 6,744 860,949 25,662 21,792 230,639 1,533,360 147,703 4,927,710
25,880,520 168,466 22,282,219 27,680,774 1,239,888 38,434,260 12,034,882 3,836,711 2,157,017 133,714,737
10,622,159 57,986,188 100,724 2,301,169 80,641 956,114 779,731 589,150 73,415,877
-
-
-
-
-
-
-
-
-
220,013,072 220,013,072 222,335,954
44,278,721
12,882,457 12,882,457 46,601,604
207,130,615 207,130,615 220,013,071
134,057,231 134,057,231 127,736,508
5,270,204 5,270,204 564,900
4,927,710 4,927,710 6,885,623
133,714,737 133,714,737 134,057,231
73,415,877 73,415,877 85,955,839
10,622,159 60,087,049 107,468 3,162,118 25,662 102,433 1,186,753 9,925,344 736,853 85,955,839 85,955,839 85,955,839 94,599,444
*Note : Symbolic possession of Land and Building equitably mortgaged against loans availed has been taken over by the lenders on 22nd January, 2014. Note - 12 NON-CURRENT INVESTMENTS Equity Shares (Long Term) (Unquoted at Cost) (a) 10,000 Equity Shares of Rs. 10/- each of Media Satellite & Telecoms Ltd. (b) 105,20,000 Equity Shares of Rs.10/- each of MVL Telecom Ltd. (c) 24,800 Equity Shares of Rs.10/- each of MVL Solar Power Ltd. Equity Shares (Long Term) (Quoted at Cost) (d) 61,902,652 Equity Shares of Rs.1/- each ( Previous year 60,500,492 Eq.Shares of Rs.1/- each ) of MVL Ltd. (Out of the above 5,58,16,069 Equity shares of Rs.1/- each are pledged for against loan availed by an associate companies) (e ) 50,000 Equity Shares of Rs.10/- each of (Previous year 50,000 Eq.Shares) Burnpur Cement Ltd. (f) 4,479 Equity Shares of Rs.10/- each (Previous year 4,479 Eq.Shares) of Everest Industries Ltd. Government Securities (Long Term) National Saving Certificates \ Kissan Vikas Patra (Pledged with Sales Tax Authorities) PRINCIPAL MUTUAL FUND(Long Term)(Quoted) Market Value of quoted securities Shares Mutual Funds
28
100,000
100,000
1,052,000 248,000 1,400,000
1,052,000 248,000 1,400,000
126,108,003
12,56,94,746
1,503,371
1,503,371
985,173
985,173
128,596,546
128,183,289
-
17,000
20,000 20,000
20,000 37,000
130,016,546 59,954,547 20,000
129,620,289 37,753,959 20,000
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 PARTICULARS
PERIOD ENDED 31/03/2014
YEAR ENDED 30/06/2013
193,291 99,461 292,752
252,291 146,080 138,418,170 138,816,541
137,014 115,603 252,617
115,014 103,367 218,381
470,806 470,806
11,891,081 82,230 11,973,311
Note - 16 TRADE RECEIVABLES (Unsecured):Exceeding six months from the date they became payable i) Considered good ii) Considered doubtful Less :- Provision for Doubtful Debts Total (A)
V 664,354 664,354
11,298,453 725,029,746 725,029,746 11,298,453
Less than six months from the date they became payable i) Considered good ii) Considered doubtful Total (B) Total (A + B)
664,354
2,814,443 2,814,443 14,112,896
3,973,209 430,745 713,921 5,117,875
524,248 122,913 713,921 1,361,081
15,335,416 15,335,416
16,601,384 282,578,550 282,578,550 16,601,384
98,368
147,545
98,368
147,545
Note - 13 LONG-TERM LOANS AND ADVANCES Security Deposits Prepaid Expenses Advances against ‘Purchases & Expenses Note - 14 OTHER NON-CURRENT ASSETS FDR’S/NSC Pledged in sales tax Interest Accrued Note - 15 INVENTORIES Trading Goods Packing Material, Stores & Spares
Note - 17 CASH AND CASH EQUIVALENTS Cash and Imprest balances Balances with Scheduled Banks (in current a/c) FDR’s/Margin Money with Scheduled Banks (pledged) Note - 18 SHORT-TERM LOANS AND ADVANCES (Unsecured considered good) (Unsecured considered - Doubtful) Less :- Provision for Doubtful Advances Note - 19 OTHER CURRENT ASSETS Deffered Revenue Expenses
29
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 PARTICULARS
PERIOD ENDED 31/03/2014
YEAR ENDED 30/06/2013
1,964,576
25,920,261
1,964,576
25,920,261
13,596
1,008,972
Note - 20 REVENUE FROM OPERATIONS Sale Electonic Items
Note - 21 OTHER INCOME Interest Income Miscellaneous Income
3,861,262
5,619,792
21,557,191
-
25,432,049
6,628,764
470,806
11,891,081
11,891,081
121,944,877
11,420,275
110,053,795
5,264,249
13,568,893
Bonus
220,094
678,044
Contribution to Funds
357,700
781,366
5,842,043
15,028,303
276,532,116
317,564,988
Maturity of Keyman Insurance
Note - 22 INCREASE /(DECREASE) IN INVENTORIES Closing Inventories Finished goods Opening Inventories Finished goods
Note - 23 EMPLOYEE BENEFITS EXPENSES Wages,Salaries & Welfares*
Note - 24 FINANCE COSTS Interest Charges Bank Charges Hire purchase charges
30
47,234
2,080,926
1,11,604
383,722
276,690,954
320,029,637
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 PARTICULARS
PERIOD ENDED 31/03/2014
YEAR ENDED 30/06/2013
Note - 25 OTHER EXPENSES Carriage Inward Repair & Maintenance Excise Duty Paid Power & Fuel Packing & Stores Consumed Legal & Professional Charges Conveyance Repair & Maintenance Printing & Stationery Postage & Courier Watch & Ward Expenses. Travelling (Directors) Travelling (Others) Rent Telephone Expenses Subscription Books & Periodicals Deferred Revenue Expenses Written/off Rates Fee & Taxes Miscellaneous Expenses Rebate & Discount Insurance Charges Keyman Insurance Meeting Expenses Auditors Remuneration Loss on sale of Fixed assets Loss on sale of Shares/Mutual Funds Advertisement Expenses Bad Debts Carriage Outwards Sales Promotion Prior Period Items (Net)
Note - 26 EXCEPTIONAL ITEMS Loss on Reversal of Last Year Gain Claims settled & amount w/off * Provision for Doubtful Debts & Advances Provision for Dimunition in the value of Investments
* Note: With the annoucement of decision to discontinue the existing product lines in pending claims and disputed debts of Rs.22.58 lacs (Previous year Rs.6347.59) were settled and written off.
31
8,000 13,677 257,792 89,682 599,068 503,042 502,666 65,958 38,969 756,089 31,268 55,869 45,000 335,249 207,159 49,177 169,457 21,057 16,684 192,623 98,575 136,436 27,253 (54,769) 197,605 4,885 104,952,762
105,389 54,848 3,708 1,579,578 111,802 1,115,274 1,115,403 1,881,648 127,223 107,211 2,188,303 6,300 64,655 1,912,430 869,160 435,241 770,152 870,200 122,681 (6,475) 460,140 387,510 455,810 1,295,244 137,500 109,485 513,019 60,884 21,451 153,427,073
109,321,233
170,302,846
2,257,586 -
30,442,981.00 634,758,703 1,007,608,296 129,348,000
22,57,586
1,80,21,57,980
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 27.01 Defined Employee Benefit Plans: Valuations Gratuity have been carried out by independent actuary, as at 31st March, 2014. Leave Encashment Valuation are made as per best estimates of the company keeping in view the leave policy: S. No.
Particulars
Period Ended 31.03.2014
I
Expenses recognized in the statement of Profit and Loss
1
Current service cost for the period
2
Interest cost
3
Actuarial (gain)/losses recognized in the period
4
Past service cost
5
Settlement cost
-
-
6
Expenses recognized in the statement of profit and loss
(26,60,970)
(40,24,256)
II
Net Assets/(Liability) recognized in the Balance sheet
1
Present value of obligation as at the end of the year
12,98,538
40,54,937
2
Fair value of Plan assets as at the end of the year
3
Funded status [surplus/deficit]
4
Net Liability recognized in balance sheet
III
Change in present value of obligation during the year
1
Present value of obligation as at the beginning of the period
2
Acquisition adjustment
3
Interest cost
4
Past service cost
5
Current service cost
6
Settlement cost
7
Benefit paid
8 9 IV
Change in the plan value of assets during the year
1
Fair value of plan assets at the beginning of the period
-
-
2
Expected return on plan assets
-
-
3
Contributions
-
-
4
Benefits paid
-
-
5
Actuarial Gain/(loss) on plan assets
-
-
6
Fair value of plan assets as at the end of the period
-
-
Gratuity
Year Ended 30.06.2013 Gratuity
56,714
2,82,505
2,31,131
10,12,195
(9,03,486)
(45,53,779)
-
-
-
-
(12,98,538)
(40,54,937)
12,98,538
40,54,937
40,54,937
1,19,08,181
-
-
2,31,131
10,12,195
-
-
56,714
2,82,505
-
-
-95,429
(7,65,177)
Actuarial (gain)/loss on obligation
(9,03,486)
(45,53,779)
Present value of obligation as at the end of the period
12,98,538
40,54,937
Actuarial Assumptions: 1
Discount rate
2
Rate of increase in compensation
3
Rate of return on plan assets
4
Average Outstanding service of Employee’s upto retirement
32
9.10%
7.60%
10.00%
10.00%
-
-
17.69 years
14.94 years
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 27.02 Earning per Share (EPS) Particulars Profit/(Loss) attributable to equity share holder (numerator) No. of equity shares at the beginning of the year No of equity shares entitled to shares profits. Weighted average no. of equity shares at year end.(Denominator) Face Value per Equity Share Basic / Diluted earning per share (A) / (B)
“A”
“B”
Unit
For the Period Ended 31.03.14
For the Year Ended 30.06.13
Rs. Nos. Nos. Nos. Rs. Rs.
(3540.78) Lacs 2,63,29,091 2,63,29,091 2,63,29,091 Rs. 10/(13.45)
(24136.72)Lacs 2,63,29,091 2,63,29,091 2,63,29,091 Rs. 10/(91.67)
(Rs. In Lacs)
(Rs. In Lacs)
27.03 Contingent Liabilities Corporate Guarantees given for loans availed by group companies.
37,900.00
37,900.00
470.68 2.77
396.46 2.77
Total
473.45
399.23
27.05 Trade Receivables include debts, which are considered doubtful of recovery for which no provision has been made in these accounts.
6.64
-
0.50 0.50 0.12 0.24
3.00 1.00 0.49 0.06
1.36
4.55
Nil
Ni
8.44 0.50 0.00 0.09
22.26 1.42 0.05 0.72
9.03
24.45
27.04 Claims not acknowledged as debt For Sales Taxes & Income Tax matters. For Commercial disputes
27.06 Auditors Remuneration Covers For Statutory Audit & Tax Audit For Taxation matters For Other Services on above services For Other Reimbursements Total 27.07 Deferred Tax Liabilities/Assets : In view of no certainty of future income and realization of Deferred Tax Assets, no provision is being made for Deferred Assets 27.08 Directors Remuneration Covers Salaries up to 30.11.2013 Contribution to provident fund up to 30.11.2013 Membership Fees Sitting Fees Total
27.09 As per Board resolution dated 02.01.2014 the accounting period was reduced by three months In consequence of the said change in this period the statement of profit and loss figures are for nine months ending 31.03.2014,whereas the comparative figures for previous year are for twelve months ending 30.06.2013. 27.10 Sales and Purchase are exclusive of Vat and net of returns if any. 27.11 Cenvat and Vat i)
Cenvat if any availed on Capital goods or on purchases is not included in the cost of respective assets or goods as the case may be.
ii)
Vat availed on purchases does not form part of cost of goods.
iii)
Unutilized balances if any of CENVAT and VAT at the year/end are carried forward under the head loans and advances.
27.12 Management has not been able to obtain confirmation of balances from Loan Lenders, Trade Receivables, Trade payables, Loans, advances & deposits. In the absence of such confirmations, any provisions to be made for the adverse variation in the carrying amounts of these balances are not quantified, since quantum of claims and disputes, if any remains unascertained. 27.13 In the opinion of Directors, the current assets have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet except as otherwise stated.
33
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 27.14 VAT assessments have been finalized up to financial year 2010-2011, however assessment of some of the branches are pending for the year 2010-2011, liability, if any for the un-assessed years remains unascertained. 27.15 There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 31st March 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act. 27.16 Miscellaneous income includes Rs. 38.29 Lacs towards reversal of Gratuity Liability of the Managing Director on termination of employment. 27.17 Name of the company has been changed from MVL Industries Ltd. to Noesis Industries Ltd. w.e.f. 17.01.2014 27.18 In view of heavy Losses in the past and loss during the current period, operations have been virtually discontinued. Lenders had declared Loans as N.P.A, which stand recalled. Lenders have issued notices under the SARFAESI Act, 2002 and have also filed notices for recovery with Debts Recovery Tribunal. Management is hopeful of further capital raising, promoters & group support, settlement /re-structuring of loans and starting of activity for revival. As per management’s such perception, these accounts have been prepared on a going concern basis. However in the opinion of statutory auditors, looking at the continuous losses during the current period & last 2 years leading to erosion of net worth to minus Rs. 22,523.01 Lacs, defaults of Rs. 24,494.83 Lacs towards repayment of dues to banks and financial Institutions, and with no activity for revival. it is not feasible for the company to continue as going concern. 27.19 The consortium of Banks which had provided funds towards working capital and term loans had during last year declared the borrowing accounts as NPA as per Reserve Bank of India guidelines. All loans have been recalled. Since the bank loans are declared as NPA, Lenders are not charging interest. The company has provided for interest as per last agreed rates, but no provision has been made for penal interest payable for delay and defaults due to the uncertainty and discretionary provisions. 27.20 Banks Loans :Current Period Previous Year (Rs. in Lacs) (Rs. in Lacs) A)
Working Capital Loans availed are secured against:-
I.
hypothecation of Stocks, Books Debts & Other Current Assets both present & future and
II.
24494.83
20847.59
15950.00
15950.00
154.43
1151.31
Immovables equitably mortgaged. Symbolic possession of which has been taken over by the lenders on 22.01.2014.
a)
Factory Land & Building situated at A-785, Bhiwadi, Rajasthan belonging to the company.
b)
Property (Land & Building) at Plot No. 112, Sector-8, IMT Manesar, Haryana belonging to the company.
c)
Property (Land & Building) at A-316-C, Ricoh Industrial Area, Bhiwadi, Rajasthan belonging to one of the guarantor company.
III.
Corporate Guarantee provided by associate company
IV.
Personal Guarantee of Promoter Director Sh. Prem Adip Rishi
B)
Term Loans availed are secured against:Hypothecation of Vehicle and against third parties moveable and immoveable assets, guarantees and securities.
Present Status: Punjab National Bank as the Lead Bank under the Consortium Lending arrangement for itself and for 6 other Banks has issued notice dated 10.12.2013 u/s 13 (4) of Chapter III of Securitization And Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.17,948.67 lacs along with further interest up to the date of payment. Symbolic possession of immovable’s in pursuance of the said notice was taken over on 22.01.2014. UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 26.03.2013 along with interest up to the date of payment. Standard Chartered Bank had filed application u/s 19 (4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs along with interest up to the date of payment.
34
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 Punjab National Bank has filed application u/s 19(4) of the Recovery of the Debts Due to Banks & Finance Institution Act, 1993, before the Debts Recovery tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of 5 Lending Banks namely Punjab National Bank itself, Allahabad Bank, State Bank of Mysore, IDBI Bank Ltd. and Punjab & Sind Bank of the value of Rs. 13,259.55. lacs along with interest upto the date of payment. 27.21 Previous year figures has regrouped and reclassified to facilitate comparison with current period figures. 27.22 Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 “Related Party Disclosures”. Relationship i) Companies/Parties in which key management Personnel or their relatives have substantial interest/significant influence Falcon Technosystems Ltd. Media Magnetic Cassettes Ltd. Cardinal Infratech Ltd. MVL Limited. ii) Key Managerial Personnel Mr. Prem Adip Rishi – Managing Director Mr. Rakesh Gupta – Director Mr. Rajesh Galhotra – Director iii) Relatives of key managerial personnel where transactions have taken place: Nil
Summary of transactions carried out with related parties (as identified above by the Company and relied upon by the Auditors) (Rs. in Lacs) Sl. No.
Nature of Transactions
i.
Purchases Goods & Materials Sales Goods & Materials Expenses Rent Paid Directors Remuneration Directors Sitting Fees Reimbursement Paid Income Rental Income Proportionate Expenses recovered Reversal of Sale of Shares Last Year Sale of shares Listed Company Realization of Advances Sale of Fixed Assets Corporate Guarantee Given Corporate Guarantee Availed Amount Paid during the year Amount Received during the year Due from Director (For reversal of remuneration inadequacy profit)
ii
iii iv v vi vii xiii ix x xi xii xiii xiv xv xvi xvii
Referred in 27.22 (i)
Referred in 27.22 (ii)
Referred in 27.22 (iii)
Total For the Period ended 31/03/14
Total For the year ended 30/06/13
3.82
-
-
3.82
9.79
-
-
-
-
253.72
0.45 2.21
8.94 0.09 -
-
0.45 8.94 0.09 2.21
3.00 23.69 0.12 9.55
1,384.18 75.00 37,900.00 15,950.00 3,740.66 2,565.66
-
-
Nil Nil Nil Nil 1,384.18 75.00 37,900.00 15,950.00 3,740.66 2,565.66
7.32 1.52 411.04 9.00 1,097.64 35,100.00 15,950.00 15.93 3.83
-
-
-
-
3.28
91.24 22.83
28.90 -
-
120.14 Nil 22.83
1,491.34 107.24 -
Year End Balances xviii xix Xx
Advance receivable Debts due Payables
35
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014 27.23 During the period the company has closed all branches, except Bhiwadi. Non moving and old stocks, store and packing material have been disposed off on “As Is Where Is” basis. In the process the company has incurred a gross loss of Rs. 98.74 lacs. 27.24 With the discontinue of business and on settlement of pending claims, out of the debt as irrecoverable claims due the company has during the period written off Rs.22.58 Lacs (Previous year Rs. 6347.59 Lacs). 27.25 As per the system of accounting adopted in the past debtors and creditors were included at net values after factoring. These factoring arrangements, besides personal guarantee were secured against third party moveable assets. All such factoring claims net of recoveries from the securities, have now been accounted as short term loans on account of defaults by the debtors/creditors. 27.26 Other Disclosers: a)
CIF Value of imports
Value
Value
Stores & Spares
0
0
Trading Goods / Raw Material
0
0
Capital Goods
0
0
0
0
Total b)
Earning in Foreign Exchange
NIL
NIL
c)
Expenditure in Foreign Currency
NIL
NIL
d)
Value of Raw Materials, Stores, Spares and Packing Material consumed
Value
%age
Value
%age
Imported
0.00
0.00%
0.00
0.00%
Indigenous
0.00
0.00%
0.00
0.00%
0.00
0.00%
0.00
0.00%
Raw Material
Total Stores, Spares and Packing Material Imported
0.00
0.00%
0.00
0.00%
Indigenous
0.90
100.00%
1.121
100.00%
0.90
100.00%
1.12
100.00%
Total
Signature to Note No.1 to 27.26 Subject to our report of even date FOR ARUN KISHORE & COMPANY Chartered Accountants (ICAI FRN: 001898N) Sd/CA Arun Kishore Partner
For and on behalf of the Board
Sd/(Prem Adip Rishi) Chairman & Managing Director
Membership No.10770 Place : New Delhi Date : 28th May, 2014
36
Sd/(Rakesh Gupta) Director
Sd/(Rajesh Galhotra) Director
Delhi Press, New Delhi-110055
BOOK POST
Registered Office : 1201-B, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 T: +91-11-41662674
NOTICE Notice is hereby given that the 27 th Annual General Meeting of the Members of Noesis Industries Limited will be held on Tuesday, 30th September, 2014 at 03:00 P.M. at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074 to transact the following business as: Ordinary Business: 1.
To receive, consider, approve and adopt the Audited Financial Statement as at 31 st March, 2014 and Prot and Loss Account for the year ended on that date together with the Reports of the Board of Directors and Auditors thereon.
2.
To appoint a Director in place of Mr. Rajesh Galhotra (DIN: 00021326), who retires by rotation and being eligible, offers himself for re-appointment.
3.
Appointment of Auditors and xation of their remuneration To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution: “Resolved that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s. Arun Kishore & Co., Chartered Accountants (ICAI Regd.No. 001898 N), be and is hereby appointed as Auditors of the Company to hold ofce from the conclusion of this Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2017 (subject to ratication of their appointment at every Annual General Meeting), at such remuneration as may be agreed between the Board of Directors of the Company and the Auditors.”
Special Business: 4.
Appointment of Mr. Vijay Kumar Sood as an Independent Director of the Company To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution:“Resolved that pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualication of Directors) Rules, 2014 read with Schedule IV (including any statutory modication(s) or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the appointment of Mr. Vijay Kumar Sood (DIN: 01325491), in respect of whom the Company has received a notice in writing from a member, proposing his candidature for the ofce of Independent Director of the Company, for a period of 5 (ve) consecutive years effective from the date of his appointment, as such by the Board AND THAT he shall not be liable to retire by rotation.”
5.
Appointment of Mr. Kamal Kumar Jain as an Independent Director of the Company To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution:“Resolved that pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualication of Directors) Rules, 2014 read with Schedule IV (including any statutory modication(s) or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the appointment of Mr. Kamal Kumar Jain (DIN: 00769056), in respect of whom the Company has received a
1
notice in writing from a member, proposing his candidature for the ofce of Independent Director of the Company, for a period of 5 (ve) consecutive years effective from the date of his appointment, as such by the Board AND THAT he shall not be liable to retire by rotation.” 6.
Appointment of Mrs. Kalpana Gupta as an Independent Director of the Company To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution:“Resolved that pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualication of Directors) Rules, 2014 read with Schedule IV (including any statutory modication(s) or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the appointment of Mrs. Kaplana Gupta (DIN: 02300348), in respect of whom the Company has received a notice in writing from a member, proposing her candidature for the ofce of Independent Director of the Company, for a period of 5 (ve) consecutive years effective from the date of her appointment, as such by the Board AND THAT she shall not be liable to retire by rotation.” By Order of the Board of Directors For Noesis Industries Limited
Sd/(Prem Adip Rishi) Chairman & Managing Director
Place: New Delhi Date : 25th August, 2014 Registered Ofce: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: +91-11-41662674 E-mail:
[email protected] Website: www.mvlindustries.in CIN: L32109DL1986PLC026273 Notes: 1.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of himself/ herself and the proxy need not be a member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Registered Ofce of the Company, duly completed and signed, not less than 48 hours before the commencement of the Meeting. Proxies submitted on behalf of Limited Companies, Societies, etc. must be supported by appropriate resolutions/ authority, as applicable. A person can act as proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2.
The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 26th September, 2014 to Tuesday, 30th September, 2014 (both days inclusive).
2
3.
A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special business to be transacted at the Meeting is annexed hereto.
4.
Members are requested to bring their attendance slip alongwith their copy of Annual Report to the meeting.
5.
In case of joint holders attending the meeting, the Member whose name appears as the rst holder in the order of names as per the Register of Members of the Company will be entitled to vote.
6.
Members holding shares in demat form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advice any change in their address or bank mandates immediately to the Company/ Alankit Assignments Limited (Alankit).
7.
The Company has entered into agreement with NSDL and CDSL for dematerialisation of shares. Members who still hold the shares of the Company in the physical form are advised to have their holdings dematerialized in their own interest through authorized Depository Participants.
8.
Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certicates to Alankit, for consolidation into a single folio.
9.
The notice of Meeting alongwith the Annual Report 2013-14 is being sent by electronic mode to those Members whose email addresses are registered with the Company/ Depository Participants, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members who have not registered their e-mail addresses are requested to register the same with the Alankit/ Depository Participants for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically.
10.
Brief resume of Directors including those proposed to be appointed/re-appointed, nature of their expertise in specic functional areas, name of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Corporate Governance Report forming part of the Annual Report.
11.
The e-voting period commences on Wednesday, September 24, 2014 (9.00 a.m. IST) and ends on Friday, September 26, 2014 (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on August 29, 2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
12.
The voting rights of Members shall be in proportion to their shares of the paid up equity share capit al of the Company as on August 29, 2014.
13.
Mr. Sanjay Chugh, Practicing Company Secretary (Membership No. FCS 3754) has been appointed as the Scrutinizer to scrutinize the e-voting process at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074 in a fair and transparent manner.
14.
The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report
3
of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. 15.
The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.mvlindustries.in and on the website of NSDL www.evoting.nsdl.com within two days of the passing of the resolutions at the Twenty-seventh AGM of the Company on September 30, 2014 and communicated to the BSE Limited and National S tock Exchange of India Limited, where the shares of the Company are listed.
STATEMENT [PURSUANT TO SECTION 102(1) OF THE COMP ANIES ACT, 2013 (‘ACT’)] The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: Item Nos. 4 to 6 The Board of Directors (Board) of the Company has proposed the appointment of Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta as Independent Directors of the Company for a period of 5 (ve) years effective from the date of their appointment, as such by the Board. Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta does not hold any share in the Company and they are not related to any other Director of the Company. Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta has furnished a declaration to the Company that they meets with the criteria of independence, as prescribed for Independent Directors under Section 149 of the Companies Act, 2013 read with the Rules made thereunder (Act). In the opinion of the Board, Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta fulls the conditions for their appointment, as Independent Directors of the Company, as specied in the Act and the Listing Agreement, and they are independe nt of the Management of the Company. Keeping in view their vast experience and knowledge, the Board is of the view that it will be in the interest of the Company th at Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta are appointed as Independent Director on its Board. Upon the approval of the Members to their appointment, as Independent Directors, the appointment of Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta, as such, shall be formalised by the Board by issuing a letter of appointment to them, which shall be open for inspection by the Members at the Registered Ofce of the Company, in terms of applicable provisions of the Act. In terms of applicable provisions of the Act, an Independent Director can hold ofce, as such, on the Board of the Company for 2 (two) consecutive terms of upto 5 years each, such appointment having received the prior approval of the Members of the Company. Also an Independent Director is not liable to retire by rotation. Brief resume of Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta, nature of their expertise in specic functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report. Accordingly, the Board recommends the resolution for their appointment, as Independent Directors of the Company, for the approval by the Shareholders, as Ordinary Resolutions set out at Item Nos. 4 to 6 of the Notice.
4
None of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, nancially or otherwise, in these resolutions. By Order of the Board of Directors For Noesis Industries Limited
Sd/(Prem Adip Rishi) Chairman & Managing Director
Place: New Delhi Date : 25th August, 2014 Registered Ofce: 1201B, 12th Floor, Hemkunt Chamber, 89 Nehru Place, New Delhi-110019 Tel: +91-11-41662674 E-mail:
[email protected] Website: www.mvlindustries.in CIN: L32109DL1986PLC026273
5
NOESIS INDUSTRIES LIMITED CIN: L32109DL1986PLC026273 Registered Ofce: 1201 B, 12th Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019 Tel: +91-11-41662674, E-mail:
[email protected], Website: www.mvlindustries.in
ATTENDANCE SLIP 27th Annual General Meeting DP Id. ........................................
Folio No. .......................................
Clinent ID ..................................
No. of Shares held.........................
Member’s Name
..............................................................................................................................................................
Complete Address .............................................................................................................................................................. .............................................................................................................................................................. I hereby record my presence at the 27th Annual General Meeting of the Company to be held on Tuesday, 30th September, 2014 at 3:00 P.M. at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074. ................................................. Member’s Signature If proxy attends instead of Member : Proxy’s Name.............................................................. Proxy’s Signature .................................. ............................. Note: Members/Proxy holders wishing to attend the meeting must bring their duly lled and signed Attendance Slip with them. NO GIFT/COUPON WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING.
NOESIS INDUSTRIES LIMITED CIN: L32109DL1986PLC026273 Registered Ofce: 1201 B, 12th Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019 Tel: +91-11-41662674, E-mail:
[email protected], Website: www.mvlindustries.in
PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s) : …...………………………………………………………………………………………………… Registered Address
: ………………………………………………….........................… ……………………………...
E-mail Id
: ……………………………………………….........................… ………………………………...
Folio No./Client Id
: ………………………………………….........................… ……………………………………...
DP Id
: ……………………………………….........................… ………………………………………...
I/We, being the member(s) of ………………………. Shares of Noesis Industries Limited, hereby appoint: 1.
Name
: …...…………………………………………………………………………………………………
Address
: …...…………………………………………………………………………………………………
E-mail Id
: …...…………………………………………………………………………………………………
Signature or failing him
: …...…………………………………………………………………………………………………
2.
3.
Name
: …...…………………………………………………………………………………………………
Address
: …...…………………………………………………………………………………………………
E-mail Id
: …...…………………………………………………………………………………………………
Signature or failing him
: …...…………………………………………………………………………………………………
Name Address
: …...………………………………………………………………………………………………… : …...…………………………………………………………………………………………………
E-mail Id
: …...…………………………………………………………………………………………………
Signature
: …...…………………………………………………………………………………………………
as my/our proxy to attend and vote (on a Poll) for me/us and on my/our behalf at the 27 th Annual General Meeting of the Company to be held on Tuesday, 30 th September, 2014 at 3:00 P.M. at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074 and at any adjournment thereof in respect of such resolutions as are indicated below:-. Resolution No. 1. 2. 3. 4. 5. 6.
Adoption of Balance Sheet, Statement of Prot and Loss, Report of Board of Directors and Auditors for the year ended March 31, 2014. Re-appointment of Mr. Rajesh Galhotra who retires by rotation. Appointment of Auditors and xing their remuneration. Appointment of Mr. Vijay Kumar Sood as an Independent Director. Appointment of Mr. Kamal Kumar Jain as an Independent Director. Appointment of Mrs. Kalpana Gupta as an Independent Director.
Signed this ……….........................…day of ….................... 2014. Signature of Member
: …...................................…………..
Signature of Proxy holder(s)
: …………….....................................
Afx Re. 1/Revenue Stamp
NOTES : 1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Ofce of the Company, not less than 48 hours before the commencement of the Meeting. Proxies submitted on behalf of Limited Companies, Societies, etc. must be supported by appropriate resolutions/ authority, as applicable. A person can act as proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Those Members who have multiple folios with different jointholders may use copies of this Attendance Slip/Proxy.
