AEROFLEX INDUSTRIES LIMITED
BOARD OF DIRECTORS
Shri Yusuf M. Kagzi – Chairman & Managing Director Shri Mustafa kach wala Shri Mastram Verma Shri Ramsagar Ramnewan Yadav
BANKERS State Bank of India Axis Bank Bank of India Allahabad Bank EXIM Bank Uco Bank
AUDITORS Y.S. Moochhala & Co. Chartered Accountants
PLANT AND REGISTERED OFFICE Plot No.41&42/13,14,18, Chalgaon, MIDC, Taloja, Navi Mumbai – 410208
ANNUAL GENERAL MEETING held on Saturday 14th May, 2011 at 10.00A.M. at Registered office at Plot No.41&42/13,14,18 Chalgaon, MIDC,Taloja, Navi Mumbai -410208
NOTICE
1 NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of the Shareholders of AEROFLEX INDUSTRIES LIMITED will be held on Saturday , the 14th day of May, 2011 at 10.00 A.M. at Plot No.41&42/13,14,18 Chalgaon, MIDC, Taloja, Navi Mumbai -410208, to transact the following business :
ORDINARY:
1. To receive, consider and adopt the audited accounts of the Company for the year ended on March 31, 2011 alongwith the Report of the Directors' and Auditors' thereon.
2. To appoint a Director in place of Mr. Mastram Verma , who retires by rotation, and being eligible, offers himself for re-appointment.
3. To appoint M/s. Y.S. Moochhala & Co., Chartered Accountants, as Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix the Auditor’s remuneration.
Registered Office : BY ORDER OF THE BOARD OF Plot No. 41 & 42/13,14,l8, Chalgaon DIRECTORS MIDC, Taloja, Mumbai- 410208
Yusuf M Kagzi Dated : 09.04.2011 Chairman & Managing Director
Note :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTI- TLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
DIRECTORS’ REPORT
2 To the members of Aeroflex Industries Limited,
Your Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March 2011.
FINANCIAL RESULTS
(Amount in Rs ) For the year For the year ended on ended on 31.03.2011 31.03.2010 Sales and other income 443201221 1296837514 Profit before tax, depreciation and Interest (15068118) (407621264) Interest 75954048 95323274 Profit after interest before depreciation and (91022166) (502944538) tax Depreciation 104634438 72702279 Profit /(loss)before tax (195656604) (575646817) Provisions for tax : - -
Profit after tax (195656604) (575646817) Less : Prior period adjustments - (18990538) Profit /( Loss) after prior period adjustment (195656604) (594637355) Balance brought forward (556119541) 38517814 Balance carried to balance sheet (751776145) (556119541)
OPERATIONS
During the year the Company recorded a revenue of Rs. 4432.01 lakhs and incurred a loss of Rs. 1956.56 lakhs as compared with the corresponding figures in the previous year of Rs. 12968.37 lakhs and Rs. 5946.37 lakhs respectively.
The bottom line of the Company continues to be under stress due to non-availability of adequate working capital to support the optimum operations of the Company on the one hand and increase in the input cost, financial expenses and depreciation since the same could not be passed on to customers.
SICK INDUSTRY:
Consequent upon the erosion of the entire net worth during the year 2009-2010 your Company filed a reference to the Board for Industrial and Financial Reconstruction, New Delhi in terms of the provisions of the Sick Industrial Companies (Special Provisions) Act,1985 and the same is pending for adjudication.
Meanwhile the Company is taking all necessary steps and is preparing a scheme for its revival.
DIVIDEND In view of the poor performance of the Company no dividend is being recommended on the equity shares as well as on 0.01% Compulsory Convertible Preference Shares for the year 2010-2011.
3 FUTURE OUTLOOK:
Your Company despite gloomy performance believes that the products of your Company are good and have wide applications in industries and it can be revived. The customers of the Company are of high repute. To reduce the cost of production ,control the expenses and increase the productivity and quality of products , it is taking all imperative steps in this directions. To further the efforts of the Company it requires co-operations, assistance of all the concerned authorities /institutions such as banks, governments, semi governments in extending financial and non-financial assistance which is of paramount importance.
DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mastram Verma, retires by rotation and being eligible, offers himself for re-appointment.
DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors’ confirm that:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;
(ii) appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the Loss of the Company for the year under review; (iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; (iv) The annual accounts have been prepared on a ‘going concern’ basis for the Financial year ended 31st March 2011 keeping in view that the Company is a viable unit and can be revived on the basis of concessions, benefits, etc. which may be ordered by the Board for Industrial and Financial Reconstruction, New Delhi
ENERGY CONSERVATION , TECHNOLOGY ABSORPTION AND EARNIGN AND OUTGO IN FOREIGN EXCHANGE
Pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 as amended the relevant information is given hereinbelow:
(a) CONSERVATION OF ENERGY :
Your Company is taking every steps to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.
(b) TECHNOOGY IMPORT AND ABSORPTION :
During the year under review your Company has not imported any technology. Indigenous technology available is continuously upgraded to make quality products.
(c ) During the year under review the earnings and outgo in foreign exchange is as under : (Amount in Rs.)
2010-2011 2009-2010
(a) Earnings 260391141 277646992 (b) Outgo 203798049 226783110
4 PARTICULARS OF EMPLOYEES No Employee was appointed throughout the year under review who was in receipt of the remuneration for the year in the aggregate of more than Rs 60 lacs or more per annum or if employed for the part of year was in receipt in of the remuneration more than Rs 5 lacs per month.
AUDITORS M/s. Y.S. Moochhala & Co. Chartered Accountants, the Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The Company has received a letter from M/s. Y.S. Moochhala & Co.. to the effect that their reappointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.
AUDITORS’ REPORT The observation of Auditors contained in their Report are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.
ACKNOWLEDGEMENT Your Directors place on record their appreciation of the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors, and Shareholders of the Company. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company
For and on Behalf of the Board of Directors
Place : Mumbai Date : April 9,2011 Yusuf M. Kagzi Chairman & Managing Director
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