Annual Report (2008-09) - Hella
49thAnnual Report2008-09HELLA INDIA LIGHTING LIMITED
HELLA INDIA LIGHTING LIMITEDBOARD OF DIRECTORSMr. Stephan GerresMr. Martin HerbstMr. Constantin Von BuelowMr. Rainer KrauseDr. V. P. Juneja(resigned w.e.f. 16th July 2009)Mr. Carsten HernigMr. A.K. Maheshwari(appointed w.e.f. 31st July 2009)REGISTERED OFFICE: Managing Director: Director: Director: Director: DirectorB-13, Badarpur Extension,New Delhi - 110044UNITS- Ambala Chandigarh Road, Derabassi,Distt. Mohali, Punjab: Director: Director- 14/6, Mathura Road,Faridabad, HaryanaCOMPANY SECRETARYMs. Pooja KumariLISTING OF EQUITY SHARES- The Delhi Stock Exchange Association Ltd.DSE House, 3/1, Asaf Ali Road,New Delhi - 110002AUDITORSBSR & Co.Chartered Accountants,Gurgaon- Bombay Stock Exchange LimitedPhiroze Jeejeebhoy TowersDalal Street, Mumbai - 400001BANKERS- Canara Bank- State Bank of Patiala- Deutsche Bank- HDFC Bank- Union Bank of IndiaANNUAL GENERAL MEETINGTuesday, 29th September, 2009 atExecutive Club, 439, Village ShahoorpurP.O. Fatehpur Beri, New Delhi - 110030REGISTRAR & TRANSFER AGENTLink Intime India Pvt. Ltd.(formerly Intime Spectrum Registry Limited)A-40, Naraina Industrial Area, Phase-II,2nd Floor, Near Batra Banquet Hall,New Delhi - 110028SUBSIDIARIES-Bitoni Lamps Limited-Chetan Genthe & Co. Pvt. LimitedCONTENTSNotice . 2Director's Report . . 5Management Discussion and Analysis Report . . 8Report on Corporate Governance. 12Auditors' Report . 21Balance Sheet .24Profit & Loss Account . . 25Schedules forming part of the Accounts . . . 26Cash Flow Statement . 46Consolidated Accounts . . 47Statement under Section 212 . . . 69Financial Statements of Subsidiary Companies . 70149th Annual Report 2008-09
HELLA INDIA LIGHTING LIMITEDAct, 1956, received a notice in writing proposing hiscandidature for the office of Director, be and is herebyappointed as a Director of the Company, liable to retireby rotation."NOTICENotice is hereby given that the 49th Annual General Meetingof the members of Hella India Lighting Limited will be held atExecutive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri,New Delhi on 29th September, 2009 at 11.00 A.M. to transactthe following business:6.ORDINARY BUSINESS:1.To consider and adopt the Audited Balance Sheet as at31st March 2009, Profit & Loss Account for the periodended on that date and the reports of the Board ofDirectors and Auditors thereon.2.To appoint a Director in place of Mr. Constantin VonBuelow who retires by rotation and is eligible for reappointment."RESOLVED THAT subject to Section 31 and otherapplicable provisions, if any, of the Companies Act, 1956the consent of the Company be and is hereby granted toalter "Clause 123 - Remuneration" of the Articles ofAssociation of the Company, to increase theremuneration of Non-Executive Independent Directors,to such sum as may be determined by the Board fromtime to time not exceeding the limits as prescribed inRule 10B of General Rules & Forms and other provisionsof the Companies Act, 1956 (including any amendmentto or enactment thereof) for each meeting of the Boardor Committee thereof, attended to by them.SPECIAL BUSINESS:3.To consider and if thought fit, to pass the followingresolution as an Ordinary Resolution with orwithout modification(s):FURTHER RESOLVED THAT the existing clause 123of the Articles of Association of the Company be deletedand the following be substituted therefore:"RESOLVED THAT pursuant to the provisions ofSections 224, 225 and other applicable provisions, ifany, of the Companies Act, 1956, M/s BSR & Co.,Chartered Accountants, Gurgaon be and are herebyappointed as the Statutory Auditors of the Company inplace of existing Statutory Auditors M/s BSR & Company,Chartered Accountants, Gurgaon from the conclusionof 49th Annual General Meeting till the conclusion of thenext Annual General Meeting at such remuneration asmay mutually be agreed between M/s BSR & Co.,Chartered Accountants and Mr. Stephan Gerres,Managing Director or any other person authorized byhim."4.Sitting Fees 123. Unless otherwise determined byCompany in General Meeting, eachIndependent Director shall be paid suchsum as may be determined by the Boardfrom time to time, not exceeding the limitsas prescribed in Rule 10B of General Rules& Forms and other provisions of theCompanies Act 1956 (including anyamendment to or enactment thereof) foreach meeting of the Board or Committeethereof, attended to by them."To consider and if thought fit, to pass the followingresolution as an Ordinary Resolution with orwithout modification(s):By Order of the BoardFor Hella India Lighting Limited"RESOLVED THAT Mr. Carsten Hernig who wasappointed as Director in casual vacancy in terms ofArticle 132 of the Articles of Association and Section 262of the Companies Act, 1956 and in respect of whom theCompany has, pursuant to Section 257 of the CompaniesAct, 1956, received a notice in writing proposing hiscandidature for the office of Director, be and is herebyappointed as a Director of the Company, liable to retireby rotation."5.To consider and if thought fit, to pass the followingresolution as a Special Resolution with or withoutmodification(s):Place: New DelhiDate: 31.07.2009Sd/(Pooja Kumari)Company SecretaryNOTES:To consider and if thought fit, to pass the followingresolution as an Ordinary Resolution with orwithout modification(s):"RESOLVED THAT Mr. A. K. Maheshwari who wasappointed as Director in casual vacancy in terms ofArticle 132 of the Articles of Association and Section 262of the Companies Act, 1956 and in respect of whom theCompany has, pursuant to Section 257 of the Companies21.A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY.2.The instrument(s) appointing the proxy, if any, shouldbe delivered at the registered office of the Company atB-13, Badarpur Extension, New Delhi-110 044, not lessthan 48 (forty eight) hours before the commencementof the meeting and in default, the instrument of proxyshall be treated as invalid. Proxies shall not have anyright to speak at the meeting.49th Annual Report 2008-09
HELLA INDIA LIGHTING LIMITED3.4.He is also a member of Audit Committee, ShareTransfer Committee and Shareholders GrievanceCommittee.The Register of Members and Share Transfer Booksof the Company shall remain close for a period of 6days, from Monday, 21st day of September 2009 toSaturday, 26th day of September 2009 (both daysinclusive).3. Name:Members are requested to send request for change intheir addresses, if any, directly to the Share Registrarand Transfer Agent viz. Link Intime India PrivateLimited (formerly Intime Spectrum Registry Limited),A-40, Naraina Industrial Area, Phase-II, 2nd Floor, NearBatra Banquet Hall, New Delhi - 110028.5.Members desirous of having any information regardingAccounts are requested to send their queries to theCompany at least 10 days before the date of themeeting, so that the requisite information is madeavailable at the meeting.6.Corporate members intending to send their authorizedrepresentatives to attend the Meeting are requestedto send a certified copy of the Board Resolutionauthorizing their representative to attend and vote ontheir behalf at the Meeting.Qualification:B.Com, FCA, ACS, Certificationin FICO (SAP)Brief Profile:Mr. A. K. Maheshwari is aQualified Chartered Accountantand Company Secretary withnearly 23 years of experience inFinance, Project finance,Banking, Fund raising, Accounts,Taxation, Corporate matters,Company Secretarial mattersetc. He is a very dynamicprofessional.Other Directorships:He is a Director in the followingcompanies:(i) Gulshan Polyols Limited(ii) Shekhawati Vanijya VikasPrivate LimitedINFORMATION REQUIRED TO BE FURNISHED UNDERTHE LISTING AGREEMENT:(iii) Rishi Trading CompanyLimitedAs required under the listing agreement, the particulars ofDirectors who are proposed to be appointed / re-appointedare given below:1. Name:Mechanical EngineerBrief Profile:Mr. Constantin Von Buelow hasmore than one decadeexperience in automotiveindustry and he has worked indifferent companies in differentcapacities.Other Directorships:(iv) Twinkle Traders PrivateLimitedMr. Constantin Von Buelow,DirectorQualification:He is also a member of Audit Committee, ShareTransfer Committee and Shareholders GrievanceCommittee.EXPLANATORY STATEMENT AS REQUIREDUNDER SECTION 173(2) OF THE COMPANIESACT, 1956Item No. 3The Company has received a special notice from a memberpursuant to section 225 read with Section 190 of theCompanies Act, 1956, proposing the appointment of M/sBSR & Co., Chartered Accountants, Gurgaon as theStatutory Auditors to hold the office from the conclusion offorthcoming Annual General Meeting till the conclusion offollowing Annual General Meeting of the Company. Therequisite certificate has been obtained from M/s BSR & Co.,Chartered Accountants, Gurgaon that their appointment, ifmade, would be within the limits prescribed under Section224 (1B) of the Companies Act, 1956 and they are notdisqualified in any way in terms of Section 226 of theCompanies Act, 1956 from appointment as the auditor of theCompany. The Board of Directors of your Companyaccepted the recommendations of Audit Committee to appointM/s BSR & Co., Chartered Accountants, Gurgaon as theStatutory Auditors of the Company.He is a Director in the followingcompanies:(i) Hella New Zealand Limited(ii) Beijing Hella AutomotiveLighting Limited2. Name:Mr. Carsten Hernig, DirectorQualification:Diploma (KFM)Brief Profile:Mr. Carsten Hernig is 33 yearsold and brings with him a wealthof experience in the air cargofield. Being a versatilepersonality, he has vastexperience in managingbusiness affairs.Other Directorships:NoneMr. A. K. Maheshwari, Director349th Annual Report 2008-09
HELLA INDIA LIGHTING LIMITEDof Association of the Company, for each meeting of theBoard or Committee thereof, attended by them, to such sumas may be determined by Board from time to time notexceeding the limits as prescribed in Rule 10B of GeneralRules & Forms and other provisions of the Companies Act,1956 (including any amendment to or enactment thereof).Your directors are also recommending paying the sittingfees to Independent Directors only.None of the Directors of the Company is concerned orinterested in the above business.Item No. 4Mr. Carsten Hernig was appointed as a Director in casualvacancy in the Board Meeting held on 29th May 2009 andas per the provisions of Section 262 of the Companies Act,1956, holds office only up to the date up to which the Directorin whose place he is appointed would have held office if ithad not been resigned from the Directorship of the Company.The Company has received a notice under Section 257 ofthe Companies Act, 1956, from a member signifying theintention to propose the name of Mr. Carsten Hernig as aDirector, along with a deposit of Rs.500/-.Mr. Carsten Hernig and Mr. A. K. Maheshwari being theindependent director may deem to be interested in passingof the relevant Resolutions.The Board of Directors recommends the Resolution forapproval by the members.By Order of the BoardFor Hella India Lighting LimitedThe Directors recommend the Special Resolution for yourapproval.None of the Directors except Mr. Carsten Hernig is interestedor concerned in the Resolution.Place: New DelhiDate: 31.07.2009Item No. 5Sd/(Pooja Kumari)Company SecretaryMr. A. K. Maheshwari was appointed as a Director in casualvacancy in the Board Meeting held on 31st July 2009 and asper the provisions of Section 262 of the Companies Act,1956, holds office only up to the date up to which the Directorin whose place he is appointed would have held office if ithad not been resigned from the Directorship of the Company.The Company has received a notice under Section 257 ofthe Companies Act, 1956, from a member signifying theintention to propose the name of Mr. A. K. Maheshwari as aDirector, along with a deposit of Rs.500/-.The Board of Directors recommends the Resolution forapproval by the members.None of the Directors except Mr. A. K. Maheshwari isinterested or concerned in the Resolution.Item No. 6Our independent directors on the Board of the company arenot adequately compensated for the responsibilitiesundertaken by them. In order to fill the casual vacancycaused by resignation of Mr. V. K. Mathur and Dr. V. P.Juneja, company was in extreme difficulties to persuadepersons of credibility to join the Board of the company, withthe existing structure of sitting fee as specified in the Articlesof Association of the Company and make him responsibleand liable under various statutes. It was felt that the increasingresponsibilities and liabilities that would have to be shoulderedby them as independent directors often came in the way ofacceptance of such posts.Therefore, it is advisable to offer better compensationpackages (by way of sitting fees) to attract top-notchprofessionals as independent directors on the Board.Your directors are now recommending to increase theremuneration of Non-Executive Independent Directors fromthe existing structure of sitting fee as specified in the Articles449th Annual Report 2008-09
HELLA INDIA LIGHTING LIMITEDbeing inactive. Pursuant to the provisions of Section 560(1)of the Companies Act, 1956 and on the basis of computerizedinformation available and application moved by the company,ROC has the reasonable cause to believe that Bitoni LampsLimited is not carrying on business or in operation. With thisletter, ROC has given an opportunity to submit thedocumentary proof within one month, to enquire whetherthe company is carrying on business or in operation. If noreply is received, then ROC will proceed further as per theprovision of the Section 560 of the Companies Act, 1956.DIRECTORS REPORTTo,The Members,Your Directors are pleased to present the 49th AnnualReport and the Audited Accounts for the year ended March31, 2009.FINANCIAL RESULTSThe financial performance of the Company for the financialyear ended March 31, 2009 is summarized below:INCREASE IN AUTHORISED CAPITAL(Rs. In Million)CURRENTYEAR ENDED31.03.2009PREVIOUSYEAR ENDED31.03.2008(35.89)(5.91)Profit/(Loss) beforeDepreciation & 0)(302.64)(289.34)NilNil(360.09)(302.64)Less: InterestProfit/(Loss) before DepreciationLess: DepreciationNet Profit/(Loss) afterDepreciation & TaxBalance Brought forwardDIRECTORSTransfer from General Reserveto Profit & Loss AccountBalance carried over tothe Balance SheetThe Authorised Share Capital of the company was increasedduring the year from Rs.100,000,000/- to Rs.250,000,000/consisting of 3,500,000 equity shares of Rs.10/- eachaggregating to Rs.35,000,000/- (Previous Year 3,500,000 equityshares of Rs.10/- each aggregating to Rs.35,000,000/-) and2,150,000 Preference Shares of Rs.100/- each aggregating toRs.215,000,000/- (Previous Year 650,000 Preference Sharesof Rs.100/- each aggregating tom Rs.65,000,000/-). Theshareholders had approved the same at their meeting held on24th September 2008.During the period under review, Mr. R. S. Sharma, ManagingDirector had resigned from the Board of Directors with effectfrom 31st May 2008. The Directors wish to place on recordtheir appreciation for the contribution made by him duringhis tenure as Managing Director of the Company.Mr. Constantin Von Buelow had been appointed as anAdditional Director with effect from 24th April 2008.OPERATIONAL PERFORMANCEMr. Stephan Gerres had been appointed as ManagingDirector of the Company (without any remuneration) witheffect from 1st June 2008. The term of office of Mr. StephanGerres as Managing Director will expire on 31st May 2010.During the period under review for 12 months, the companyachieved a net sales turnover of Rs.239.75 Million ascompared to the previous year Rs.223.42 Million. The netloss amounts to Rs.57.45 Million for 12 months as comparedto the previous year net loss of Rs.13.30 Million.Mr. Raman Sharma had been appointed as an AlternateDirector to Mr. Martin Herbst with effect from 21st July 2008.DIVIDENDDuring the year, Mr. V. K. Mathur resigned from the Board ofDirectors of the Company with effect from 30th January2009. The Directors place on record their appreciation ofthe valuable guidance and support provided by Mr. V. K.Mathur during his association with the Company. With effectfrom 31st March 2009, Mr. Raman Sharma ceased to be anAlternate Director to Mr. Martin Herbst, Director of theCompany.Since your Company has accumulated losses and madelosses during the year under review also, hence, yourDirectors do not recommend any dividend.SUBSIDIARIESBitoni Lamps Limited and Chetan Genthe & Co. Pvt. Limitedare the subsidiaries of the Company. The accounts of thesubsidiary companies in terms of Section 212 of theCompanies Act 1956 are annexed with the accounts of theCompany. Bitoni Lamps Limited and Chetan Genthe & Co.Pvt. Limited are not carrying on any business.Mr. Carsten Hernig had been appointed as a Director, in themeeting of the Board of Directors held on 29th May 2009, tofill up the casual vacancy arises due to the resignation ofMr. V. K. Mathur, on the Board of the Company. Accordingto the provisions of Section 262 of the Companies Act 1956,Mr. Carsten Hernig will hold office till the date Mr. V. K.Mathur could have hold office.Bitoni Lamps Limited received a letter from Registrar ofCompanies, NCT of Delhi & Haryana (ROC), dated 31stJuly 2009 with respect to the striking off the name of thecompany under Section 560 of the Companies Act, 1956549th Annual Report 2008-09
HELLA INDIA LIGHTING LIMITEDas Statutory Auditors of the Company for the year 2009-10instead of existing Statutory Auditors M/s BSR & Company.The Company has received a certificate from M/s BSR &Co. to the effect that their appointment, if made, would bewithin the prescribed limits under Section 224(1B) of theCompanies Act, 1956.Dr. V. P. Juneja resigned from the Board of Directors of theCompany with effect from 16th July 2009. The Directorswish to place on record their appreciation for the contributionmade by him during his tenure as Director of the Company.Mr. A.K. Maheshwari had been appointed as a Director, inthe meeting of the Board of Directors held on 31st July2009, to fill up the casual vacancy arises due to theresignation of Dr. V.P. Juneja, on the Board of the Company.According to the provisions of Section 262 of the CompaniesAct 1956, Mr. A.K. Maheshwari will hold office till the date Dr.V.P. Juneja could have hold office.The observations/remarks given by the Auditors in itsreport have been noted and the comments on the samewere as under:1.Further in accordance with the provisions of the CompaniesAct, 1956 and the Articles of Association of the Company,Mr. Constantin Von Buelow Director of the Company willretire by rotation at the forthcoming Annual General Meetingand is eligible for re-appointment.The Management has plans to develop and consolidatebusiness with focused business activities under thesingle manufacturing facilities at Derabassi. Byimplementing it, Company will be able to enhanceProfit margins by improved utilization of valuableresources in effective and efficient manner. This willfoster strategic alliances and collaborations for futurebusiness growth. Therefore, management is veryhopeful that company will not incur further losses.DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956 with respect to Directors'Responsibility Statement, it is hereby confirmed:a)That in the preparation of annual accounts for thefinancial year ended 31st March 2009; the applicableaccounting standards have been followed. However,with respect to valuation of inventory of finishedgoods, the Company has followed its conservativepast practice
Ms. Pooja Kumari - The Delhi Stock Exchange Association Ltd. DSE House, 3/1, Asaf Ali Road, AUDITORS New Delhi - 110002 BSR & Co. Chartered Accountants, - Bombay Stock Exchange Limited Gurgaon Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001 BANKERS ANNUAL GENER
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