Linaks Micro Electronics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are presenting the 40th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31st March, 2025.

Financial Results and Performance of the Company

The summarized working results for the financial year ended on 31st March, 2025 as compared with the previous year are as under: -

(In Rupees)

Particulars

2024 - 2025

2023 - 2024

Net Sales & Other Income

4,57,200.00

18,04,500.00

Profit/(Loss) before depreciation and Tax

(12,38,565.27)

(5,168.55)

Less: Depreciation

10,72,482.00

13,60,952.79

Profit/(Loss) before Tax

(23,11,047.27)

(1,366,121.34)

Less:

a) Current Income Tax

0.00

0.00

b) Short and Excess provision for Income Tax

0.00

0.00

Profit/(Loss) after Tax

(23,11,047.27)

(1,366,121.34)

State of Company’s Affairs

The Company’s plans for new activities are progressing gradually and management is hopeful that it will gain momentum in the current financial year. The Management is striving to add new activities in other related areas of Business and Directors hope for some progress in these fields in the current year.

Web Link of Annual Return

The Company is having website i.e. www.linaks.in and Annual Return of Company has been disseminated on such website. Link ofthe same is given below: www.linaks.in.

Dividend

The Directors do not recommend any dividend since the Company has not earned any distributableprofit during the financial year under review.

Change in nature of business

There has been no change in the nature of business of the Company during the financial year under review since the Company is still trying to finalize and add new business activities.

Share Capital

The Authorised Share Capital of the Company as on 31st March, 2025 was Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Re. 1/- (Rupee One Only) each and 40,00,000 (Forty Lakh) Optionally Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 4,95,35,300/- (Rupees Four Crores Ninety-Five Lakhs Thirty-Five Thousand Only) divided into 1,73,35,300 (One Crore Seventy-Three Thousand Thirty-Five Thousand Three Hundred) Equity Shares of face value of Re. 1/- (Rupee One Only) each and 32,20,000 (Thirty-Two Lakh Twenty Thousand) Optionally Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Company has not issued any shares. The Company has neither issued shares with differential voting rights nor employee stock options or sweat equity shares and doesnot have any scheme to fund its employees to purchase the shares of the Company.

Directors

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, there are 3 directors on the Board of the Company.

Mrs. Urvashi Mishra (DIN: 09061576), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re - appointment. Our directors recommend her re-appointment as Director on the Board at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 164(2) ofthe Companies Act, 2013.

Further, the Board has recommended:

1. The change in designation of Mr. Shashi Shekhar Mishra (DIN: 06880735) from Executive Director to Managing Director of the Company subject to the approval of Members in the upcoming Annual General Meeting of the Company with effect from September 30, 2025 for a term of five years.

2. The appointment of following directors as the Non-Executive Independent Directors on the Board of the Company subject to the approval of Members in the upcoming Annual General Meeting w.e.f. September 02, 2025 for a term of five years:

• Mr. Prakash Chandra Srivastava (DIN: 11145545)

• Ms. Komilla Singh (DIN: 11162411)

Key Managerial Personnel

As on 31st March, 2025, Mr. Girish Chandra Jha, Chief Financial Officer is the Key Managerial Personnel of the Company in terms ofthe provisions of Section 203 of the Companies Act, 2013.

Further, The Company has appointed Ms. Bhumika Mittal as the Company Secretary cum Compliance Officer of the Company w.e.f. 06th August, 2025 and Mr. Amit Agrawal as the Chief Financial Officer of the Company w.e.f. 06th August, 2025.

Change inDirectors and Key Managerial Personnel

Following directors were appointed on the Board of the Company during the previous financial year 2024 - 2025, pursuant to the NCLT Order dated: 04th July, 2024:

1. Mr. Shashi Shekhar Mishra (DIN: 06880735) w.e.f. 18.07.2025

2. Ms. Urvashi Mishra (DIN: 09061576) w.e.f. 15.02.2025

3. Ms. Ishu Mishra (DIN: 09461542) w.e.f. 14.02.2025

Further, the Board has recommended the appointment of Mr. Prakash Chandra Srivastava (DIN: 11145545) and Ms. Komilla Singh (DIN: 11162411) as the Non - Executive Independent Directors subject to the approval of members in the ensuing Annual General Meeting of the Company.

Moreover, The Company has appointed Ms. Bhumika Mittal as the Company Secretary cum Compliance Officer of the Company and Mr. Amit Agrawal as the Chief Financial Officer of the Company w.e.f. 06th August, 2025.

Statutory Auditors

At the 37th Annual General Meeting held in the year 2022 - 2023, M/s S. R. Gupta & Co. (Firm Registration Number: 001939C), Chartered Accountants,were appointed by the shareholders to hold office as Statutory Auditors from the

conclusion of the 37th Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company, subject to ratification of their appointment at every subsequent Annual General Meeting.

The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

The Company was in IBC since 2022, and the NCLT passed the order on July 04, 2024 for revival of the entity and handover of the affairs of the Company to the new management, the casual vacancy occurred in the position of the Statutory Auditors of the Company.

For the Financial Year 2024 - 2025, the casual vacancy of the Auditor has been filled by M/s Akshay Vaish & Co. with effect from 30th May, 2025 by the approval of the Board of Directors of the Company at their meeting held on 30th May, 2025 to conduct the statutory audit for the Financial Year 2024 - 2025 and such auditor shall be liable to hold the office till the date of upcoming Annual General Meeting.

Further, The Board has recommended the appointment of M/s. R S J B & Associates (Firm Registration Number: 018712C), a peer reviewed auditor for the term of five consecutive years commencing from the conclusion of this Annual General Meeting till the conclusion of the 45th Annual General Meeting to be held in the financial year 2030 -2031 at their Board Meeting held on September 02, 2025 subject to the approval of members at the ensuing Annual General Meeting.

Secretarial Auditor

The Board ofDirectors ofthe Company has appointed M/s. Divya Matah and Associates, as the Secretarial Auditors of the Company for the Financial Year 2022 - 2023.

Further, the Company has been revived from IBC and the management has appointed M/s. P.K. Mishra and Associates, Peer Reviewed Practicing Company Secretary (Firm Registration Number: S2016DE382600), to conduct the Secretarial Audit for the financial year 2024 - 2025. Mr. Pawan Kumar Mishra, Practicing Company Secretary has furnished his Audit Report in e-form MR - 3 for the year ending 31st March, 2025 and the same has been annexed with this Report and marked as Annexure ‘A’.

In compliance with Section 204 of the Companies Act, 2013, the Board at its meeting held on September 02, 2025 and based on recommendation of the Audit Committee, has appointed M/s. P. K. Mishra & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. S2016DE382600) as a Secretarial Auditors of the Company the financial year 2025 - 2026.

The Secretarial Audit Report contains following qualification, reservation, or adverse remark:

a) The Company has not appointed the Internal Auditor to conduct the Internal audit of the functions and activities of the Company and therefore not complied with the provisions of the Section 138 of the Companies Act, 2013. However, the Company has appointed M/s Saurabh Gaur & Co, (Firm Registration No.011255C) as Internal Auditors of the company w.e.f. 06.08.2025.

b) The Company had not appointed the Company Secretary during the Audit Period from 01.09.2024 to 31.03.2025 i.e. after resignation of CS Priya Gupta on 31.08.2024 and therefore not complied with the provisions of Section 203 (1) of the Companies Act, 2013 read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the Company has appointed Ms. Bhumika Mittal, Company Secretary bearing Membership No. A63808 as the Company Secretary cum Compliance Officer in full time employment of the Company w. e.f. 06.08.2025.

c) The Company has not complied with applicable provisions of the Listing regulations.

d) The Audit Committee was not constituted in compliance with the provisions of Regulation 18 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) The Nomination and Remuneration Committee was not constituted in compliance with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f) The Securities of the Company are listed on BSE Limited since 13.09.1994. However, the trading in the securities of the Company is suspended on BSE Limited due to Penal reasons, non-payment of Annual listing fees dues and procedural reason.

g) The Company has not prepared and filed the Annual Report for the financial 2023-24 with BSE Limited and ROC.

h) The Company had not hold its Annual General Meeting during the Financial Year 2023-24.

i) The Company not complied with the provisions of Regulation 33 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding non-submission of quarterly Financial Results for the quarter ended on 30.09.2024 and 31.12.2024 with BSE.

j) The Company not complied with the provisions of Regulation 33 (3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding submission of Audit Financial Results for the financial year ended on 31.03.2025 on 25.06.2025 with BSE i.e. delayed submission.

k) The Company has also not complied with the provisions of Regulation 33 (1) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the results submitted with BSE is not certified by Peer Reviewed of ICAI.

l) The Company has not held the minimum number of board meetings required during the review period as per Section 173 of the Companies Act, 2013 and 2.1 of the Secretarial Standard issued by the Institute of Company Secretaries of India.

m) The Company has not closed the trading window for the quarter ended on 30.09.2024 and 31.12.2024 under the regulations set by the Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 (PITRegulations), specifically under Clause 4 of Schedule B read with Regulation 9. This rule prevents designated persons and their immediate relatives from trading company securities when the company possesses material, non-public information, such as financial results, to curb insider trading.

n) The Company has not maintained proper functional website which is in contravention of the provisions of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review.

Subsidiaries, Associates and Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Corporate Governance

Your Company has followed good corporate governance practices since its inception and in accordance with the code of Corporate Governance. The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para - C, D and E of Schedule V is not applicable on the Company, and therefore, disclosures as required under para - C, D and E of Schedule V is not given for the financial year 2024 - 2025.

A certificate of Practicing Company Secretary regarding non - applicability of regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para - C, D and E of Schedule V is hereby enclosed and forms part of this report as Annexure ‘B’.

Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - ‘C’ and forms part of this report.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, Unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The whistle Blower Policy is available on Company’s website i.e. www.linaks.in.

Listing

The securities of the Company are listed on BSE Limited. The listing fees have been paid to BSE.

Sexual Harassment Policy

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of Women at work place and matter connected therewith or incidental thereto covering all the aspects as containedunder “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” including constitution of Internal Complaints Committee. The Company has not received any complaint during the financial year under review.

Particulars of Employees and Ratio of Remuneration:

Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be worked out as the process of recruitment of staff has not yet completed.

As required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company did not have any employee drawing a remuneration of Rs. 60.00 lacs p.a., if employed throughout the year or Rs.5.00 lacs p.m., if employed for a part of the said year under review. Moreover, there was no employee, employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Disclosurea) Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company for the year ended 31st March, 2025 has been placed on the website of the Company at https://linaks.in/.

Pursuant to MCA Notification dated 05th March, 2021, Extract of the Annual Return in Form No. MGT - 9 is not required to be attached with the Board''s report.

b) Composition of Board and its committee and Number of Meeting held Composition of Board of Directors:

The composition of Board of Directors as on the date ofthis report is as follows:

S. No.

Name of Director

DIN

Date of Appointment on Current Designation

Designation

Category

1.

Mr. Shashi Shekhar Mishra

06880735

18/07/2024

Director

Promoter

2.

Mrs. Urvashi Mishra

09061576

15/02/2025

Director

Promoter

3.

Ms. Ishu Mishra

09461542

14/02/2025

Director

Promoter

Board Meeting and Attendance of Directors

During the year, only one (01) Board Meeting held on i.e. August 12, 2024 was held as the Company came out of IBC pursuant to NCLT Order dated July 04, 2024 and the Insolvency Professional handed over the affairs of the Company to the new Management of the Company and supported in filing the forms of their appointment. The Board being unaware of the compliances did not conduct the Board Meetings.

Board CommitteesAudit Committee:

Since, Board was not aware of the compliances, therefore, no Audit Committee was formed during the previous financial year. Hence, no meetings have taken place.

Further, the Board conducted the meeting on 01st April, 2025 and formed the Audit Committee. Following are the members in the Audit Committee w.e.f. 01st April, 2025.

Name of Members

Designation

Mr. Shashi Shekhar Mishra

Chairman

Mrs. Urvashi Mishra

Member

Ms. Ishu Mishra

Member

Stakeholders Relationship Committee:

Since, Board was not aware of the compliances, therefore, no Stakeholder’s Relationship committee was formed during the previous financial year. Hence, no meetings have taken place.

Further, the Board conducted the meeting on 01st April, 2025 and formed the Stakeholder’s Relationship Committee. Following are the members in the Stakeholder’s Relationship Committee w.e.f. 01st April, 2025.

Name of Members

Designation

Mr. Shashi Shekhar Mishra

Chairman

Mrs. Urvashi Mishra

Member

Ms. Ishu Mishra

Member

The Committee, inter alia, looks into investor complaints and also reviews the performance of Registrar to the Issue and Share Transfer Agent of the Company and suggests measures for overall improvement.

The Company has delegated share transfer powers to the Registrar and Share Transfer Agent, Beetal Financial and Computer Services (P) Limited, Beetal House, 3rd Floor, 99 Madangir, Behind LSC, Near Dada Harsukhdas Mandir, New Delhi - 110062.

The RTA meets every fortnight to resolve the share transfer matters.

During the year, no complaints were received from the investors. All transfers/transmissions received during the financial year were processed by the Registrar and Share Transfer Agent and no transfers/transmissions were pending.

Nomination & Remuneration Committee:

Since, Board was not aware of the compliances, therefore, no Nomination and Remuneration Committee was formed during the previous financial year. Hence, no meetings have taken place.

Further, the Board conducted the meeting on 01st April, 2025 and formed the Nomination and Remuneration Committee. Following are the members in the Audit Committee w.e.f. 01st April, 2025.

Name of Members

Designation

Mr. Shashi Shekhar Mishra

Chairman

Mrs. Urvashi Mishra

Member

Ms. Ishu Mishra

Member

c) Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of theirknowledge and ability, confirm:

a) that in preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanations relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that were 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 and of the Profit or Loss of the Company for the Financial

Year ended 31st March, 2025;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assetsof the Company.

d) and for preventing and detecting fraud and other irregularities;

e) that the annual accounts have been prepared on a ‘going concern’ basis.

f) that proper internal financial controls were in place and that financial controls were adequate and were

operating effectively.

g) that the Directors had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

d) Statement on Independent Directors’ Declaration

The Company has received necessary declarations from all Independent Directors of the Company as required under section 149(7) ofthe Companies Act, 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board has appointed subject to the recommendation of Nomination and Remuneration Committee, Mr. Prakash Chandra Srivastava and Ms. Komilla Singh were appointed as a Non - Executive Independent Directors in the company during the financial year 2025 - 2026 in their Board Meeting held on September 02, 2025 subject to the approval of the shareholders in the ensuing Annual General Meeting with immediate effect for a consecutive term of 5 years.

e) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee of the Company, has framed and adopted a Policy Namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company. The said policy focuses on the following aspects: -

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate quality Directors required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its Goals.

Nomination and Remuneration Policyis placed at the website of the Company at www.linaks.in.

f) Corporate Social Responsibility (CSR)

The provisions relating to CSR is not applicable to the Company as the Company does not meet the criteria prescribed under section 135 of the Companies Act, 2013 read with rules made thereunder.

g) Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditor in their report

The Statutory Auditors have not given any Qualification, Reservation or made any adverse remarks or disclaimer in their Audit Report including reporting of fraud under section 143 of the Companies Act,2013. The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self - explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

h) Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report

Management submits that pursuant to the Hon’ble NCLT Order dated July 04, 2024, the Management of the Company was changed and the new management was not aware of the compliance and due to inadvertence, the above reported non-compliances by the secretarial auditor were not addressed by the Company.

The management assures that all necessary measures will be taken to ensure future compliance.

i) Particulars of Loans, Guarantees, Security and Investments under Section 186 of the Companies Act, 2013

The Company has neither given any Guarantee nor provided any Security in Connection with a Loan, directly or indirectly, to any person or other body corporate under Section 186 of the Companies Act, 2013 during the financial year ended 31st March 2025. The Company has also not made any investments byway of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31st March 2025. The details of outstanding inter corporate loan as on 31st March, 2025 has been disclosed in the financial statements for the financial year ended on 31st March, 2025.

j) Related Party Transactions

The Company has not carried out any related party transactions falling within the purview of Section 188 read with the Companies (Meetings of Board and its Powers) Amendment Rules, 2014 during the financial year under review, and therefore, the particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) in Form AOC - 2 is not applicable to the Company.

The Company has followed the guidelines of Accounting Standards notified under the Companies (Accounting Standard) Rule 2006 in preparation of its financial statements.

None of the Directors have any pecuniary relationships of transactions viz-a-viz the Company. The Company has not entered into any transaction of material nature with Promoters, the Directors or the Management or Relatives etc. that may have any potential conflict with the interest of the Company. The related partytransactions are duly disclosed in the Notes to the Accounts.

k) Transfer to Reserve

The Company has not transferred any amount to reserve during the financial year under review.

l) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and the date of the report.

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2025 and the date of this report affecting financial position of the Company.

m) Conservation of energy and technology absorption and foreign exchange earnings and outgo:

With respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)Rules, 2014, for the financial year ended March 31,2025 are attached as Annexure ‘D’ and form an integral part of this Report.

n) Risk Management Policy

In today’s economic environment, Risk Management is very important part of the business. The mainaim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy.

o) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and timeschedule for the performance evaluation process for the Board, its Committees and Directors.

p) Separate Meeting of the Independent Directors

There were no Independent Directors, therefore, there is no question of meeting of the Independent Directors.

q) Public Deposits:

During the period under review, the Company has not accepted or invited any deposits from the public.

r) Significant and Material orders passed by the regulators or Courts or Tribunals

The National Company Law Tribunal, New Delhi Bench, Court VI, I.A. 22/2024 in C.P. No. IB - 638/ND/2020, Under Section 30(6) and 31 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, passed the order

1. approving the Resolution Plan along with the addendums to the Resolution Plan submitted by consortium of Lala Jugal Kishore Jewellers, M/s Evanka Construction India Private Limited, M/s Smoothway Realtors LLP and M/s LJK Construction India Private Limited (Successful Resolution Applicant) as approved by the Committee of Creditors (‘CoC’) in it’s 10th CoC Meeting held on 09.09.2023 with 100% voting shares.

2. The Resolution Professional shall forward all records relating to the Corporate Insolvency Resolution Process of the Corporate Debtors and the Resolution Plan to IBBI to be recorded at its database in terms of Section 31(3)(b) of the Code. The Resolution Professional is further directed to handover all the records, premises, properties of the Corporate Debtors to the Successful Resolution Applicant to ensure a smooth implementation of the resolution plan.

3. the resolution plan shall not be construed as waiver to any statutory obligations/liabilities arising out of the approved resolution plan and the same shall be dealt in accordance with the appropriate authorities concerned as per relevant laws.

s) Adequacy of Internal Financial Control

The Internal Audit Department of the Company had carried out internal audit during the financial year under review. The said Audit was carried out with the objective to identify system deficiencies in the process(s) of the organization and to ensure operational effectiveness in all the processes within the organization to ensure that effective internal control exist at all levels of the organization. Further in case any deficiency (ies)/ weakness (es) is observed, the same is brought to the notice of the Management sothat corrective actions are taken on time.

t) Disclosures with respect to demat suspense account/ unclaimed suspense account:

The Company does not require to open demat suspense account/unclaimed suspense account.

u) Compliance with Secretarial Standards:

The Company has complied with the provisions of Secretarial Standards during the financial year 2024 - 2025.

v) Maintenance of Cost records:

The Central Government has not prescribed maintenance of cost records under sub-section (1) ofsection 148 of theCompanies Act, 2013 in respect ofCompany.

w) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

Against the proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), The National Company Law Tribunal, New Delhi Bench, Court VI, I.A. 22/2024 in C.P. No. IB - 638/ND/2020, Under Section 30(6) and 31 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, passed the order dated July 04, 2024

1. approving the Resolution Plan along with the addendums to the Resolution Plan submitted by consortium of Lala Jugal Kishore Jewellers, M/s Evanka Construction India Private Limited, M/s Smoothway Realtors LLP and M/s LJK Construction India Private Limited (Successful Resolution Applicant) as approved by the Committee of Creditors (‘CoC’) in it’s 10th CoC Meeting held on 09.09.2023 with 100% voting shares.

2. The Resolution Professional shall forward all records relating to the Corporate Insolvency Resolution Process of the Corporate Debtors and the Resolution Plan to IBBI to be recorded at its database in terms of Section 31(3)(b) of the Code. The Resolution Professional is further directed to handover all the records, premises, properties of the Corporate Debtors to the Successful Resolution Applicant to ensure a smooth implementation of the resolution plan.

3. the resolution plan shall not be construed as waiver to any statutory obligations/liabilities arising out of the approved resolution plan and the same shall be dealt in accordance with the appropriate authorities concerned as per relevant laws.

4. Pursuant to NCLT Order dated July 04, 2024 the new management took over the charge of affairs of the Company. However, the shares of the company have not yet been transferred in the name of new management/promoter in accordance with the order passed by Hon’ble NCLT New Delhi Bench.

x) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Not Applicable

Acknowledgements:

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, Stock Exchange, SEBI, bankers, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co-operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.


Mar 31, 2014

The Members,

The Directors hereby present the Twenty ninth Annual Report of the Company for the period 1st October, 2013 to 31st March, 2014.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs)

During the period ended

31.03.2014 30.09.2013

Sales and other income 0.00 18.79

Profit/Loss before amortisation, -6.57 8.42 and depreciation

Less: Amortisation 0.00 0.00

Depreciation 0.00 0.00

Profit/Loss before Tax -6.57 8.42

YEAR UNDER REVIEW

During the current period under review Company''s Modified Rehabilitation Scheme was cleared by the Hon''ble Board of Industrial & Financial Reconstruction. Having settled all the Institutional Dues in the previous year itself we have now embarked on the path of settling the statutory dues in a phased manner. Simultaneously we are working full throttle on the refurbishing and repair of the plant and equipment which have since been installed post relocation. Clearances from various agencies are being reactivated and the plant should get energized from the local utility soon. Most of the repair and trial work is being done through temporary power connection and in-house captive power.

OUTLOOK FOR THE CURRENT YEAR

Machines and equipments which have been virtually idle for over nine years take some doing to get them up and going. And this exercise would eat into the better part of the current year before we could take up any serious trial runs. Market-wise we do not see any major impediment in re-establishing ourselves. Our initial feelers in the PCB market and also to our old customers has met with encouraging results. DIVIDEND

In view of carry forward losses, no dividend payout for the period under review is being recommended.

DIRECTORS

During the period since last report, Mr. R.K. Mehra, one of the promoter directors passed away on 08.11.2013. At the outset your Directors would like to record their deep appreciation for the valuable services and guidance rendered by Mr. Mehra during his tenure as Director of the Company. Your Directors also record condolences on the passing away of Mr R. K. Mehra and the Linaks'' family offers its commiserations to his grieved family.

Further during the period since last report, Mr. Pradeep Kumar resigned from the Directorship of the Company w.e.f. 30.05.2014. Your Directors would like to record their deep appreciation for the valuable services and guidance rendered by Mr. Pradeep Kumar during his tenure as Director of the Company.

Moreover, Mr. Siddharth Singh and Dr. Gautam Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of the Companies Act as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the block of three years 2014-15 to 2016-17, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required under the Companies Act.

ACCOUNTS AND COMMENTS IN THE AUDITORS'' REPORT

The points referred to by the Auditors in their report are self- explanatory and/are covered in Note on Accounts, especially Note No. 3(i) to (iv) of the Notes on Accounts.

SECRETARIAL COMPLIANCE CERTIFICATE A copy of the Secretarial Compliance Certificate issued by M/s Rajeev Kumar & Co., Company Secretaries, Lucknow in whole-time practice pursuant to the Proviso to Section 383A(1) of the Companies Act, 1956 is annexed hereto and forming part of this report. CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors'' Report as well as Auditors'' Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is being restructured after the demise of Mr. R.K. Mehra and resignation of Mr. Pradeep Kumar. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Equity Shares of the Company of nominal value of Re.1/- each are available for dematerialisation under new ISIN INE028C01027 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 500000/- or more p.m. if employed for a part of the year under review or Rs.6000000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2a) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2014 on a ‘going concern'' basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand.

For and on behalf of the Board of Directors

Place: Lucknow (U.B. Singh) (Anil Kumar Singh)

Date : 30th May, 2014 Director Managing Director


Mar 31, 2012

To The Members

The Directors hereby present the Twenty sixth Annual Report of the Company for the year ended on 31st March 2012.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2012 31.03.2011

Sales and other income 4.01 11.06

Profit/Loss before amortisation. (-) 28.76 (-) 54.18 and depreciation

Less: Amortisation 0 0.00

Depreciation 77.90 78.84

Profit/Loss before Tax (-)106.66 (-) 133.02

YEAR UNDER REVIEW

During the current year we settled the principal OTS dues of IDBI' PICUP and UPFC and partially that of SBI. The OTS LOI of SB1 was received as late as Feb 2012 with a payment schedule stretching upto October 2012 hence it could only be cleared partially. After receiving the No Dues Certificates from the Institution we would submit a modified scheme to the hon'ble BIFR for approval. This should happen sometime in the third quarter of the coming financial year. Meanwhile we have commenced the maintenance and refurbishing work on the equipments which were idle for a very long time. All in all we moved on the charted course during the year without any major hiccups.

OUTLOOK FOR THE CURRENT YEAR

As reported last year India has become a huge player in the European & US PCB market during the last couple of years and today there are at least half a dozen units with 100 Crore plus turnover. This trend is holding inspite of all the slow downs and hope to afford us a smooth re.entry once we recommence our production.

DIVIDEND

In view of continued losses' no dividend payout for the year under review is being recommended.

DIRECTORS

Mr. R.K. Mehra and Mr. Siddharth Singh are persons' who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act' 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However' they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co.' Chartered Accountants' Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act' 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS' REPORT

The points referred to by the Auditors in their report are self. explanatory and are covered in note no. 3 (i) to (ix) of the Notes to Accounts.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors' Report as well as Auditors' Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors' namely Mr. Pradeep Kumar. Dr. Gautam Singh and Mr. R.K. Mehra. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN 1NE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT. 1956:

A. Information in respect of Conservation of Energy' Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules' 1988 relating to conservation of energy' technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVAeach. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement' use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities' the information in this regard is Nil. However' we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption' Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 500000/. or more p.m. if employed for a part of the year under review or Rs.6000000/. or more p.a. if employed throughout the said year' the particulars of which are required to be given pursuant to the provisions of Section 217(2 A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules 1975. '

C. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the

Companies Act. 1956' with respect to Directors' Responsibility

Statement' it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March' 2012' the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March' 2012 on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their patience and according OTS.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 30th July' 12 Director Managing Director


Mar 31, 2010

The Directors hereby present the Twenty Fourth Annual Report of the Company for the year ended on 31st March 2010.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs)

During the year ended

31.03.2010 31.03.2009

Sales and other income 9.75 15.48

Profit/Loss before amortisation, (-) 7.96 (-) 7.71 and depreciation

Less: Amortisation 0.00 14.14

Depreciation 78.84 78.99

Profit/Loss before Tax (-) 86.80 (-)100.84

YEAR UNDER REVIEW

This year held out the hope for successful conclusion of the extremely long drawn out SAC formation by the Government of U.P. thereby removing the last bottleneck. Little did we realise what was in store for us. First quarter of the current year saw the resignation of the designated SAC chairman a major setback. The exercise for substitute nominations to SAC got further complicated by the decision of the CMs secretariat to wait for suitable candidates to become available rather than identifying them from the panel. We again knocked at the doors of the CM for intervention through a request letter from CII, Northern Region Chairman in September 2009. Action still pending .

The above non-progress came-up for discussion before the Honble BIFR bench and our OA conveyed the reasons for tardiness. The Board took a dim view of the state of affairs and has directed the State Government Agencies to accelerate matters without delay.

In view of the endless wait and procedural stalemate we have decided to proactively seek independent settlement with each of the Institutions separately beginning with those who were in principle agreeable in the first place. The hitherto pursued option of simultaneous back-to-back OTS ensured that the Investors exposure was covered by the simultaneous release of secutity in their favour. In the proposed alternative we would have to look for ways to overcome the lack of recourse to the OTS funding entities and the same is being worked out by us.

OUTLOOK FOR THE CURRENT YEAR

PCB industry worldwide entered a negative cycle post Sub Prime Recession early 2009 and it is only now that signs of recovery have started to sprout. India, was never really affected because of its robust domestic demand and low export dependence. Our post revival business plan is focused more on quick-turn-around pilot production niche . The past trend of pre-recession Globalization giving way to post-recession emphasis on reverse innovation puts

Annual Report 2009-2010

the onus of initiative on countries like India. Hence a good opportunity for the prepared PCB shops in India.

DIVIDEND

In view of continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

Mr. Siddharth Singh and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Reg. Point no. 2 of the Auditors Report for non-providing of Interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Companys Negotiated Settlement proposal, Honble BIFR has issued Letter dated 16.01.2004 to this effect. Moreover, interest on unsecured loan from M/s Kala Holdings Pvt. Ltd. (an NBFC) has not been provided due to pending dispute. Further, interest an funded CST and UPTT and statutory dues of PF & ESI has also not been provided as the company has sought extention of relief in pending DRS before Honble BIFR.

b. Reg. Point no. (ix)(a) of the Annexure to the Auditors Report- It is submitted that the Companys Negotiated proposal has not yet been finalized by BIFR and it could not arrange funds. Hence, during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c Reg. Point no. (xi) of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is under active consideration of Honble BIFR and still awaiting decision of State Government after the recommendations of Settlement Advisory Committee on concessions and waivers are received.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors Report as well as Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R. K. Mehra and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN INE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 29, July 2010 Director Managing Director


Mar 31, 2009

The Directors hereby present the Twenty Second Annual Report of the Company for the year ended on 31st March 2009.

SUMMARISED FINANCIAL RESULTS

{Rs. in Lacs)

During the year ended

31.03.2009 31.03.2008

Sales and other income 15.48 17,29

Profit/Loss before interest, (-) 7.71 (-)2.37 amortisation and depreciation

Less: Interest 0.00 - 0.03

Amortisation 14.14 12.16

Depreciation 78.99 78.99

Profit/Loss before Tax (-) 100.84 (-)93.55

YEAR UNDER REVIEW

The new Chief Secretary advised us to gel a request letter addressd to the Honble Chief Minister from the Chairman NR of C1I highlighting the need for expeditious action in activating the SAC in-order to get the revivable units up and running. This letter of request was received in CMs office in September 2008 and from October onwards things started moving. Some delay did ensue because of the posting of new Principal Secretary Finance also happening at the same time.

A retired Justice of Allahabad High Court has been identified and nominated as the Chairman of the SAC. Nomination of the second member is in process. Appointment of the Chairman got finalized by the end of February 2009. So by all estimates the SAC should be activated by the second quarter of the coming financial year.

OUTLOOK FOR THE CURRENT YEAR

World PCB Markets continuing buoyancy has been hampered by the Global Financial meltdown. Consequently die FDIs and MAs in PCB sector have also received a set back during the current period. Hopefully the end of the tunnel is in sight and over the next year things should be back to normal.

DIVIDEND

In view of continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the year under review Mr. Y.S. Kapadia resigned from the directorship of the Company w.e.f. 29.12.2008. Your Directors take this opportunity to place on record their deep appreciation for the valuable services and guidance rendered by Mr, Kapadia during his tenure as Director of the Company.

Mr. Udayan Singh and Mr. R.K. Mehra are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R, Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Reg, Point no. 2 of the Auditors Report for non-providing of Interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Company" s Negotiated Settlement proposal, Hon ble B1FR has issued Letter dated 16.01.2004 to this effect. Moreover, interest on unsecured loan from M/s Kala Holdings Pvt. Ltd. (an NBFC) has not been provided due to pending dispute.

b. Reg. Point no. (ix)(a) of the Armexure to the Auditors Report- It is submitted that during the year under review. due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c. Reg. Point no. (xi)of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l){o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is underactive consideration of HonbleBIFR and awaiting decision of State Government after the recommendations of Settlement Advisory Committee on concessions and waivers are received.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors Report as well as Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R.K. Ralhan and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN INE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 2I7(l)(e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVAeach. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL {previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) that in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) that the Directors have prepared the accounts for the financial year ended 31" March, 2009 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 30, July 09 Director Managing Director


Mar 31, 2004

The Directors hereby present the Eighteenth Annual Report of the Company for the year ended on 31 st March 2004.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2004 31.03.2003

Sales and other income 146.32 264.69

Profit/Loss before interest, (-) 107.98 (-) 96.07 amortisation and depreciation

Less: Interest 0.34 238.48

Amortisation 17.85 17.65

Depreciation 83.12 83.72

Profit/Loss before Tax (-) 209.29 (-) 436.12

YEAR UNDER REVIEW

Your Directors would like to inform you that, due to the fall out of UCCs failure to deliver on their promise for fresh fund infusion, the fall back alternative of M/s. Crescendo Music System Pvt Ltd. was put up before IDBI and the Honble BIFR was also suitably informed. IDBI initiated their due diligence exercise of collecting background information on the company, their financials and directorship etc. A meeting between the financial advisor of Crescendo and the CGM, IDBI, Delhi was held in mid May 2004 wherein. Crescendo made their intentions known. M/s Crescendo, have also proposed to do a One Time Settlement with State Bank of India, who in the earlier approved Scheme were continuing with their exposure to your Company. A meeting with the Financial Advisor of Crescendo and the Officials of the State Bank of India, at Lucknow is slated for sometime in mid July 2004. After which a joint meeting with all the participating Institutions would be held and the final proposal would be put up for consideration of all concerned and upon concurrence from them, the same would be put up to the Honble BIFR for their approval. Looking at the present situation we feel that the NS proposal would come to its final conclusion by the end of the second quarter of the current fiscal.

Due to fall out of UCC and in turn the delay in implementation of the NS Proposal, the year under review has received a severe set back. This delay has further aggravated the working capital paucity, as the company has not been able to avail any new or additional limits from their Bankers, State Bank of India, who are also part of the settlement nor any fresh liquid infusion of funds by UCC. In the absence of fresh liquid infusion the last fiscal i.e. year ended 31.03.2004, was barely a holding on operation with two fold objective of:

a. Retaining Key export customers.

b. Retaining production engineers and technicians.

Over sixty percent of operational staff has been laid off and all the

bulk domestic customers from Telecom and Energy Meter Segment have been dropped. The latter step was unavoidable, as these customers demanded 6 months long credit which is not sustainable in the absence of fresh infusion.

This holding on operation resulted in lower production and turnover in the year-ended 31.03.2004. We have done a turnover of Rs. 145.62 lacs, and the production has been at 1490.257 square meter comprising of 1279.88 square meter of DSPTH PCB and 210.38 square meter of Multi layer PCB.

Due to uneconomical pricing the company moved out of the existing bulk market that was the energy meter segment and started foraying into new areas like automation, controls, etc. This was also one of the reasons for business contractions.

OUTLOOK FOR THE CURRENT YEAR

The market outlook for the current year is bound to be better than last year as your company has moved away from volume and low value added segment to high value added market segment. Thus. your company is ready to take on the new and more reliable and less volatile market segment of instrumentation, automation, defence, etc.

Secondly, the companys efforts at increasing export business has also met with success as your Company has been able to identify some new customers in Europe, but everything hinges on the early and successful implementation of the financial package which is under final stages of implementation with the financial institutions.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period after last report there was no change amongst the directorships of the Company. Mr. R.K. Mehra, Mr. Siddharth Singh and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your

Directors have to state as under:

a. Reg. Point no. 2 of the Auditors Report for non-providing of interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Companys Negotiated Settlement proposal, Honble BIFR has issued Letter dated 16.01.2004 to this effect.

b. Reg. Point no. (ix)(a) of the Annexure to the Auditors Report- it is submitted that during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c. Reg. Point no. (xi) of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is under active consideration of Honble BIFR.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required Management Discussion and Analysis Report and Directors Report together with Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R.K. Ralhan and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISININE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed ot low wattage high

luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits. ii. Technology Absorption, Adaptation and Innovation MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning during the year under review were equivalent to Rs. 7.54 lacs (previous year Rs. 25.85 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 0.25 lacs on Revenue A/C (previous year Rs. 14.85 Lacs).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31 st March, 2004, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) that the Directors have prepared the accounts for the financial year ended 3 1 st March, 2004 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

(Udayan Singh) (Anil Kumar Singh) Director Managing Director

Place: Lucknow Date : 27.07.2004


Mar 31, 2003

The Directors hereby present the Seventeenth Annual Report of the Company for the year ended on 31st March 2003.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2003 31.03.2002

Sales and other income 264.69 751.93

Profit/Loss before interest, (-) 57.51 16.67

amortisation and depreciation

Less: Interest (-) 238.48 (-) 243.84

Amortisation (-) 54.41 (-) 17.85

Depreciation (-) 83.72 (-) 81.08

Profit/Loss before Tax (-) 436.12 (-) 332.10

YEAR UNDER REVIEW

The Directors will like to inform you that, due to the delay in implementing the Negotiated Settlement, the year under review has received a severe set back. Negotiated settlement is delayed on account of inordinately long time taken in the legal vetting of various tripartite agreements and approval of the draft mortgage deed. This delay has further aggravated the working capital pancity, as the company has not been able to avail any new or additional limits from their Bankers, State Bank of India, who are also part of the settlement.

The market in the year under review also remained depressed and in fact a major segment of yester years namely telecommunications saw PCB requirement dip to abysmal levels which had a very negative impact on the market per se, as it became a buyers market and the PCB pricing saw a further erosion. The regression in demand saw the rise of unhealthy competition where PCB manufacturers started using credit as a competitive tool further straining our finances.

Due to uneconomical pricing the company moved out of the existing bulk market that was the energy meter segment and started foraying into new areas like automation, controls, etc. This was also one of the reasons for business contractions.

Your Directors would further like to inform you that the NS proposal is now in its final stages of negotiation and almost all jagged edges have been smoothened. It is expected that the same shall be implemented by the end of the second quarter of the current fiscal year. The business in the current year will surely look up once the fresh funds are tied up because in the fiscal year under review the company has cultivated a new crop of customers.

OUTLOOK FOR THE CURRENT YEAR

The market outlook for the current year is bound to be better than last year as your company has moved away from volume and low value added segment to high value added market segment. It has moved with Ministry of Defence for approval as well has submitted samples for approval of higher layer count PCBs to various existing and new customers. Thus, your company is ready to take on the new and more reliable and less volatile market segment of instrumentation, automation, defence, etc. Secondly, the companys efforts at increasing export business has

also met with success as your Company has been able to identify some new customers in Europe, but everything hinges on the early and successful implementation of me financial package which is under final stages of implementation with the financial institutions.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period, since the last report, Mr. R.K. Ralhan has been appointed by IDBI as their nominee in substitution of Mr. R.S. Shukla w.e.f. 13.09.2002, who shall continue as Director of the Company at the pleasure of IDBI. Mr. J.B. Shah was appointed as a Director as an addition to the Board w.e.f. 25.10.2002, who has since resigned w.e.f. 18.08.2003. Further, Mr. Suresh H. Shah has been appointed as a Director as an addition to the Board w.e.f. 18.08.2003. In accordance to me provision of Section 260 of the Companies Act, 1956, the term of Office of Mr. Suresh H. Shah, as a Director, is liable to termination at the form coming Annual General Meeting. A notice has, however, been received from a member pursuant to Section 257 of the said Act proposing the candidature of Mr. Suresh H. Shah for his appointment as a Director liable to retire by rotation.

Moreover, Mr. Atul Kumar Singh has resigned from the Directorship of the Company w.e.f. 27.06.2003. Your Directors take this services and guidance rendered by Mr. R.S. Shukla, Mr. Atul Kumar Singh and Mr. J.B. Shah during their respective tenures as Directors of the Company.

Dr. Gautam Singh and Mr. Udayan Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report is concerned your Directors have to state as under.

a. Reg. Point no. 2 of the Auditors Report for non-providing of compound & penal Interest on loans from financial institutions, it is hereby submitted that the Company has submitted a Negotiated Settlement proposal wherein all interest including penal & compound interest is to be waived off. However, as calculated in the previous balance sheet, the Simple Interest on Term Loans has been charged for the year under review. The implementation of the approved NS Proposal has been delayed as various tripartite agreements and Mortgage Deed, being vetted by institutions, has till date not been finalised by them.

b. Reg. Point no 17 of the Annexure to the AuditorsReport-It is submitted that during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues.

c. Reg. Point no 20 of the Annexure to the AuditorsReport-It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act 1983, your Directors made a reference under SICA to BIFR in Nov98 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance w.e.f. the date of implementation i.e. 31st March, 2003. Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and Directors Report on Corporate Governance are given alogwith this report

AUDIT COMMITTEE

An Audit Committee Comprising of three independent directors viz Mr. Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh was formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Gxnmittee has been reconstituted w.e.f. 18.08.2003 and is now consisting of Mr. Pradeep Kumar, Mr. R.K. Raman and Dr. Gautam Singh. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f, 28.09.2000 by all investors as per directives given by SEBL Accordingly the Equity Shares of me Company are available for dematerialisation under ISIN INB028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A.Information in respect of Conservation of Energy,Technology Absorpation and Forgine Exchange Earnings and Outgo: Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservatinn of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy :

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures Use Power actor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption :

i. Research and Development (RAD)

Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formuulations and machine control circuits.

ii. Technology Absorption,Adaption and Innovation MLB technology has been absorbed.

c Forgine Exchange Earnings and Outgo;

Foreign exchange earning during the year under review were equivalent to Rs. 23.83 lacs (previous year Rs. 20.91 Lacs). The total outgo foreign currency amounted equivalent to Rs. 14.85 lacs on Revenue A/C (previous year Rs. 103.79 Lacs).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursunat to the provisions of Section217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1936, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2083, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments sad estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1936 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)that the Directors have prepared me accounts for the financial year ended 31st March, 2003 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow Date: 18.08.2003

(UdayanSmgh) (Anil Kumar Singh)

Director Managing Director


Mar 31, 2002

The Directors hereby present the Sixteenth Annual Report of the Company for the year ended on 31st March 2002.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2002 31.03.2001

Sales and other income 751.93 723.83

Profit/Loss before interest 10.67 16.18

amortisation and depreciation

Less: Interest (-) 243.84 (-) 268.76

Amortisation (-) 17.85 (-) 17.85

Depreciation (-) 81.08 (-) 73.79

Profit/Loss before Tax (-) 332.10 (- )344.22

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period, since last Annual General Meeting, there has been no change amongst the Directorships of the Company. Mr. Y.S. Kapadia and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self-explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report is concerned your Directors have to state as under:

a. Point no.2 of the Auditors Report regarding non- providing of compound & penal Intt. on loans from financial institutions it is hereby submitted that the Company has submitted a Negotiated Settlement proposal wherein ali interest including penal & compound intt. is to be waived off. However, as calculated in the previous balance sheet, the Simple Interest on Term Loans has been charged for the year under review. The NS Proposal is at an advanced stage of negotiations with IDBI, Operating Agency of BIFR and the other participating institutions. Company expects the acceptance of the said proposal hence no provision for compound & penal Intt. is made.

b. Point no 17 of the Annexure to the Auditors Report- It is submitted that during the year under review, on few occasions, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues, which have since been paid in the current year.

c. Point no 20 of the Annexure to the Auditors Report- It is submitted that consequent upon the

Company becoming a sick industrial undertaking within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act. 1985, your Directors made a reference under SICA to BIFR in Nov98 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000.

CORPORATE GOVERNANCE:

The Board has already taken initiative to comply with the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance although the date of implementation in case of your Company is 31st March, 2003.

AUDIT COMMITTEE:

An Audit Committee Comprising of three independent directors viz Mr. Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh has been formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

DEMATERIALISATION OF THE SHARES OF THE COMPANY:

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisalion under ISIN-INE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT. 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D).

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation MLB technology is under absorption.

c. Foreign Exchange Earning and Outgo. Foreign exchange earning during the year under review were equivalent to Rs. 20.21 Lacs (previous year Rs. 29.60 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 103.79 Lacs on Revenue A/C (previous year Rs. 104.43 Lacs)

B. Particulars of Employees:

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2A.A) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That the preparation of the accounts for the financial year ended 31st March, 2002, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2002 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We arc also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors.

(UDAYAN SINGH) (ANIL KUMAR SINGH) Director Managing Director

Place: Lucknow Date : 30.07.2002


Mar 31, 2001

The Directors hereby present the fifteenth" Annual Report of the Company for the year ended on 31st March 2001.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2001 31.03.2000

Sales and other income 723.83 50.72

Profit/Loss before interest (-) 1.67 (-) 106.08 and depreciation

Less: Interest (-)268.76 (-)221.01

Depreciation (-)73.79 (-)44.32

Profit/Loss before Tax (-)344.22 (-)371.41

YEAR UNDER REVIEW

Your Directors are pleased to inform that your Company achieved a turnover of Rs.7.24 crores, the highest ever since its inception and more than twice the total business done in the 111 three years. However, BIFR scheme envisaged a turnover of Rs. 16.5 crores during 2000-01 and the Companys achievement was only 44% of their benchmark mainly because a few critical assumption regarding the market did not hold during this period- this was especially so in regard to the timing of Telecom Equipment Orders being released by MTNL and BSNL. As a result of the above shortfall the Companys cash accruals were way below the projections. Although, we did not have any operating cash loss and had a positive EBDITA (Earning Before Depreciation, Interest, Tax and Amortisation) but the volumes were far too low to address the interest dves of the Institutic Since the Bank kept debiting its interest dues on WCTL & FITL the Company could not make Lease Rent payments to

PIC UP for the last two quarters. A revised proposal has been given to the Operating Agency-IDBI, which includes conversion of the interest default of post scheme implementation into equity. This proposal is in abeyance pending finalization of the equity partner.

OUTLOOK FOR THE CURRENT YEAR:

Domestic Market has picked up and Electronic energy Meter segment is emerging as the new growth engine. Our projections for Rs. 16 crores turnover for the current year have factored this upswing. TARGETS FOR 2001-02

Quarter DOMESTIC EXPORTS Total in Number Rs. Lac MLB IN M2 PS IN M2 MLB IN M2 PS IN M2

ONE 200 4000 0 800 215

TWO 300 7000 50 1050 400

THREE 750 8500 50 1200 450

FOUR 1500 9500 200 1600 550

The Companys first quarters performance of this year has been 46% higher than the corresponding period last year. The Companys New CC Limits are yet to be released by SBI otherwise we would have crossed a turn over Rs. 3 crores this quarter. This processing delay at the Bank is caught in the usual web of Transfer/Postings/ Delayed Responses/Inertia/.. .etc. As things stand today it should get released by the middle of August thereby hampering the Companys current quarters growth too. DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended. DHtECTORS

During the year under review IDBI nominated Mr. R.S. Shukla, their AGM, as Director on the Board of the Company in terms of their loan agreement, which have been noted by the Board on 25.01.2001. Further, Mr. Siddharth Singh has been appointed as a Whole-time Director of the Company at the Board Meeting held on i 2i7.07i0ilnasianiaddition to theiiBoardjiIn laccordance to the provision of Section 260 of the Companies Act, 1956, the term of Office of Mr. Siddharth Singh, as a Director is liable to termination at the forth coming

Annual General Meeting. A notice has, however, been received from a member pursuant to Section 257 of the said Act proposing the candidature of Mr. Siddharth Singh for his appointment as a Director liable to retire by rotation.

Mr. R.K. Mehra and Mr. Atul Kumar Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting however, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956. ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self-explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Point No- 1g, of Notes on Account referred by the auditors in their report regarding foreign exchange transactions are self explanatory and has been accounted for as per Standard Accounting Practice, and

b. Point no. 4 of notes on Accounts referred by the Auditors in their report regarding non providing of compound & penal interest on loans from financial institutions it is hereby submitted that a proposal for waiver of penal & compound interest is pending with IDBI, Operating Agency of BIFR. Company expects the acceptance of the said proposal hence no provision for compound & penal interest is made.

c. During the year under review, on few occasions, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues, which have since been paid in the current year.

d. Consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov. 1998 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000. CORPORATE GOVERNANCE: The Board has already taken initiative to comply with the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance although the date of implementation in case of your Company is 31st March, 2003.

AUDIT COMMITTEE:

An Audit Committee Comprising of three independent directors viz Mr.-Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh has been formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

DEMATERIALISATIuN OF THE SHARES OF THE COMPANY:

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN- INE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D).

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits. ii. Technology Absorption, Adaptation and Innovation

MLB technology is under absorption.

c. Foreign Exchange Earning and Outgo.

Foreign exchange earning during the year under review were equivalent to Rs. 29.60 Lacs (previous year Rs. Nil). The total outgo in foreign currency amounted equivalent to Rs. 104.43 Lacs on Revenue A/C (previous year Rs. 11.07 Lacs).

B. Particulars of Employees:

None of the employees of the Company was in receipt of a remuneration of Rs. 50000/- or more p.m. if employed for a part of the year under review or Rs.600000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975. Directors Responsibility Statement: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st Iviarch, 2001, the applicable accounting standards have been followed alongwith proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts, for the financial year ended 31st March, 2001 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

(Anil Kumar Singh) Managing Director

Place: Lucknow (Udayan Singh)

Date: 27.07.2001 Director


Mar 31, 2000

The Directors hereby present the fourteenth Annual Report of the Company for the year ended on 31st March, 2000.

SUMMARISED FINANCIAL RESULTS (Rs. in Lacs) During the year ended 31.03.2000 31.03.1999 Sales and other income 50.72 60.94

Profit/Loss before interest (-)106.08 (-)189.40 and depreciation

Less:Interest 221.01 301.66

Depreciation 44.32 59.69

Profit/Loss before Tax (-)371.41 (-)550.75

YEAR UNDER REVIEW

Your Companys rehabilitation case came up for hearing on April 1, 1999 and the scheme.was sanctioned by BIFR in its third hearing on October 5, 1999. Thanks to the initiative taken by the operating agency and other participating Institutions, we could get a very rapid-passage through BIFR, just six months - something that does not happen very often in rehabilitation cases. Subsequent formalities and the mandatory waiting period took us into the third week of December before the first installment could be released by IDBI. We commenced trial runs from January and commercial operation from the middle of February 2000. For a unit, which had been virtually closed for over a year, we were able to accelerate startup activities and recommission the plant in record time. We have been able to win back a good number of our domestic customers and our order commitment book at the end of the year stood at over a crore. Orders and orders thick and fast would decide how soon we could resurrect the unit financially. We have made a fair beginning, which augurs well for future and there is every reason to believe that we would turn the corner in the coming year.

OUTLOOK FOR THE CURRENT YEAR:

In order to meet its debt servicingcommitments and be in line with BIFR Scheme your Company must achieve a turnover of Rs. 16.5 Crores. Interpolating quarter wise the levels to be achieved are Ql: Rs. 1.5 Crores; Q2 Rs.2.5 Crores; Q3: Rs.6 Crores & Q4: Rs.6.5 Crores. Even at Rs.6.5 Crores stated for the last quarter, the company would be utilising only 75% of its installed capacity. The targets are well within striking range and the focus would be on delivery of PCBs of consistent quality at short notice and always on time, which would keep the orders flowing in unhindered.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the year under review nominations of Mr. Ravindra Kacker and Mr. Dhruva Choudhary as Directors were withdrawn by PICUP and IL & FS, respectively which were noted by the Board on 18.10.99 and 28.01.2000. Your Directors take this opportunity to place on record their deep appreciation for the valuable services rendered by Mr. Ravindra Kacker and Mr. Dhruva Choudhary during their tenure as Directors of the Company. Dr. Gautam Singh and Mr. Udayan Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting however, they "are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self-explanatory and need no further clarification/ explanation. However, so far as point no. 20 of the annexure to the Auditors Report is concerned regarding Company beconiing sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act. 1985, your Directors made a reference under SICA to BIFR in Nov. 1998 and the Company is now implementing the BIFR approved rehabilitation scheme. The matter of revised Cut off date of 31.3.2000 moved by the Operating Agency and agreed by all participating institutions is before the BIFR for their concurrence.

IN FORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Particulars of Employees :

In compliance of the^provisions under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, no employee of the Company was in receipt of a remuneration of Rs. 50000/- or more p.m. if employed for a part of the year under review or Rs.600000/- or more p.a. if employed throughout the said year. B. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo: Information1 pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure ofvParticulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a) Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation it| units of 125 KVA each. This is providing,flexibility Bf usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement use of new breed of low wattage nigh luminescence fittings etc. have been carried out.

b) Technology Absorption:

i) Research and Development (R&D). Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii) Technology Absorption, Adaptation and Innovation MLB technology is under absorption.

c) Foreign Exchange Earning and Outgo. Foreign exchange earning during the year under review were equivalent to Rs. Nil (previous year Rs.24.26 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 11.07 Lacs on Revenue A/C (previous year Rs.7.72 Lacs).

Y2K COMPLIANCE

The Company has successfully managed Y2K transition without any disruption. All critical I.T. Systems covering business applications, process control, plant automation and other areas are Y2K compliant.

ACKNOWLEDGEMENT:

Restarting a factory closed for over a year within eight weeks of receiving the first infusion is a task that can only be accomplished through stupendous teamwork among highly motivated individuals. Individuals with never-say-die enthusiasm and unflagging spirit of men possessed. And possessed we must have been to take the Herculean task head on and your Directors record their admiration and gratitude for the exemplary zeal displayed by its family of employees. Thanks are also due to the Financial Institutions and State Government Agencies who maintained a positive stance all through and we hope to get their continued support and encouragement in the long and arduous trek to recovery, which has just begun.

For and on behalf of the Board of Directors Place: Lucknow Date: 28.07.2000 (Anil K. Singh) Managing Director

(Udayan Singh) Director

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