DIRECTORS' REPORT The Members The Thana Electric Supply Company Limited The Board of Directors submits their report and Audited Statement of Accounts for the financial year ended 31st March, 2012. DIVIDEND: Your Directors regret their inability to recommend any Dividend on Equity Shares in view of the losses suffered by the Company. BUSINESS OPERATION: During the year under review, as the Company's operations were closed, the Company could not make any sales. Sale deed for the factory at Hyderabad was signed on April 25, 2012 with Bhanu Auto Agencies, Hyderabad. CONTRACTS AND SALES DIVISION: During the year under review, Contracts and Sales division could not do any business due to the above said reasons. TRANSFORMER DIVISIONS (HYDERABAD & SILVASA): During the year under review, the transformer divisions at Hyderabad and Silvassa have shut down their operations since 8th November 2001 and 8th May 2002 respectively INDUSTRIAL RELATIONS: During the year under review, as the Company's operations were suspended due to the reasons given above, the industrial relations were not cordial. DIRECTORATE: During the year under review, Mr. Pawankumar Sanwarmal and Mr. Suresh Hemmady and continued to remain the Directors of the Company Mr. Ramaprasad Margam resigned as Nominee Director of the Company w.e.f . 24/08/2012 Mr. Suresh Hemmady resigned as Managing Director of the Company w.e.f. 14th May 2012 but continues to be a Director on the Board of the Company. Mr. Suresh Hemmady, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends the reappointment of Mr. Suresh Hemmady as Director to the Company in the ensuing Annul General Meeting. Mr. Jagat Nanavati was appointed as the Additional Director of the Company on 14th February, 2012 and Mr. Vinayak T. Sarkhot was appointed as Additional Director of the Company w.e.f. 14th May 2012. The Board recommends the appointment of Mr. Jagat Nanavati and Mr. Vinayak T. Sarkhot as Directors of the Company in the ensuing Annual General Meeting. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has neither conserved any Energy nor absorbed any Technology. Foreign Exchange earnings and Outgo during the year was Nil. AUDITORS: The Board of Directors recommend reappointment of Sorab S. Engineer & Co. as the Statutory Auditors of the Company for the year 2012-2013 vide Special Resolution as specified in the Notice of the Annual General Meeting AUDITORS' REMARKS: Replies of the Directors to the comments in the Auditors' Report are given in the Annexure. PARTICULARS OF THE EMPLOYEES: The Company has no employees to be reported under section 217(2)(A) of the Companies Act 1956 read with Companies (Particulars of Employee) Rules 1975 as amended by the Companies (Particulars of Employees) Amended Rules 2002. FIXED DEPOSIT: The Company has not accepted any deposits from Public during the year under review. REMUNERATION COMMITTEE: There was no meeting of the Remuneration Committee held during the year ended 31st March 2012. SHARES OF THE COMPANY: The Company shares have been listed in the Bombay Stock Exchange. As required by the SEBI, the shares of the Company have been dematted through CDSL & NSDL. However, we have got the connectivity, through CDSL only. Our R & T Agents and Depository Participant is Adroit Corporate Services Private Limited, 19, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Mumbai 400 059. SUBSIDIARY COMPANY: The subsidiary of your Company, the Southern Switchgear Limited, and Chennai is closed. The Annual Accounts for the year ended March 31st 2012 are prepared, Hence the accounts are attached herewith. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000 the Directors' confirm that: a. In the preparation of the annual accounts, the applicable accounting standard have been followed except AS-4 on contingencies and events occurring after balance sheet date, AS-6 on depreciation accounting,AS-10 Accounting for fixed assets,AS-22 accounting for taxes on income, AS- 24 on Discontinuing operations,AS-28 on impairment of assets,AS-29 on provisions, contingent liabilities and contingent assets, AS-18 on Related party disclosures, b. Appropriate accounting policies have been selected and applied, consistently, and have judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company as at March 31, 2012 and the loss of the Company for the year ended March 2012. c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance and detecting fraud and other irregularities. d. The annual accounts have been prepared on a going concern basis. ACKNOWLEDGEMENT: The Directors wish to thank the Company's esteemed shareholders, customers, financial institutions, bankers, workmen for their contribution and continued support. For and on behalf of the Board of Directors Suresh S. Hemmady Director Jagat S Nanavati. Director Date: - 24/08/2012 Place: - Mumbai |