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HALONIX LIMITED NOTICE OF THE ANNUAL GENERAL MEETING Notice is hereby given that the Eighteenth An

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					                                                                                                  HALONIX LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Eighteenth Annual General Meeting of the members of Halonix Limited (formerly
known as Phoenix Lamps Limited) will be held on Tuesday, the 8th day of September, 2009 at 10.00 A.M. at the
Registered Office of the Company at 59-A, NSEZ, Noida Phase - II, District Gautam Budh Nagar (U.P.) to transact
the following business:


ORDINARY BUSINESS
1.   To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2009, Profit & Loss Account for the year
     ended on that date and the reports of Board of Directors and Auditors thereon.
2.   To declare Dividend on Equity Shares.
3.   To appoint a Director in place of Mr. Raj Krishan Sahgal, who retires by rotation and being eligible, offers himself for
     re-appointment.
4.   To appoint a Director in place of Mr. Jayant Davar, who retires by rotation and being eligible, offers himself for
     re-appointment.
5.   To appoint M/s. Arun K. Gupta & Associates, Statutory Auditors of the Company to hold office from conclusion of this
     Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS
6.   To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-
     “RESOLVED THAT pursuant to the provisions of Section 257 of the Companies Act, 1956, Mr. Girija Shankar Tripathy
     be and is hereby appointed as a Director of the Company liable to retire by rotation.”
7.   To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-
     “RESOLVED THAT pursuant to the provisions of Section 257 of the Companies Act, 1956, Mr. Ganapati Rathinam
     be and is hereby appointed as a Director of the Company liable to retire by rotation.”

                                                                                                          By Order of the Board

Place : Noida                                                                                                  RAJIV PRASAD
Dated : 29.07.2009                                                                                            Managing Director


NOTES :
1.   A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY
     TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF
     THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE
     OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2.   The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, i.e. 1st day of
     September, 2009 upto Tuesday, i.e. 8th day of September, 2009 (both days inclusive) for the purpose of Annual
     General Meeting and Dividend payment, if any.
3.   Equity dividend, if declared by the shareholders at the Annual General Meeting, will be paid to those shareholders,
     whose name is appearing in the Register of Members as on 31.08.2009 after close of business hours. Data is provided
     by the NSDL and CDSL, for the shares held in demat mode and for shareholders holding in physical mode, after
     giving effect to the share transfers received till 31st of August, 2009 upto close of business hours.




                                                                 1
4.   Members are requested to forward their change of address notifications, Bank Account details including 9 digit MICR
     number appearing on the cheque pertaining to the respective bank account to facilitate distribution of dividend through
     Electronic Clearing Service (ECS) to the Company / SEBI-registered Registrar and Transfer Agent - M/s. Alankit
     Assignments Ltd., 2E/21, Jhandewalan Extn., New Delhi - 110 055, in respect of Shares held in physical form and to
     their respective Depository Participants if the shares are held in electronic form.
5.   All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company
     on all working days except Saturday and Sunday between 11.00 A.M. and 1.00 P.M. upto the date of the Annual
     General Meeting.
6.   Appointment / Re-appointment of Directors
     The detail of Directors appointed/re-appointed at the ensuing Annual General Meeting are reproduced below in terms
     of Clause 49 of the Lisitng Agreement.
     Mr. Raj Krishan Sahgal, an Australian National (holding Person of Indian Origin PIO card) aged about 70 years, is
     a Graduate Electrical Engineer from Faraday House College of Engineering, London, U.K. and has AMP from Harvard
     Business School, U.S.A and is Fellow of Institution of Engineers and Technology (IET) U.K.. Mr. Raj Sahgal was
     Managing Director of Osram India from 1993 upto 2001. During his tenure with Osram India, Mr. Sahgal established
     a robust nationwide sales, marketing and distribution network. Mr. Sahgal has also worked at various senior positions
     with OSRAM, GEC in U.K. , Australia, Germany and India.
     As on 31st March, 2009 Mr. Raj Krishan Sahgal is an Independent and Non-Executive Director on the Board of the
     Company. He is Chairman of the Audit Committee, Compensation Committee and member of Remuneration Committee.
     Mr. Raj Krishan Sahgal is not holding any shares in the Company.
     Mr. Jayant Davar, an Indian national, aged about 48 years, is a Mechanical Engineer and also an Alumnus of
     Harvard Business School. He is Vice Chairman and Managing Director of Sandhar Technologies Limited, manufacturing
     a wide range of Auto Components.
     As on 31st March, 2009 he is the Vice President of Automotive Component Manufacturers Association of India; Past
     President of Honda Siel Supplier Club, India; President of Rotary Club of Delhi Southend; ACMA Executive Committee
     Member; Past Member of CII Norther Region; Regional Committee, Member Quality Circle Forum of India; Executive
     Committee Trustee for Raman Munjal Vidya Mandir and Raman Munjal Memorial Hospital.
     As on 31st March, 2009 he is on the Board of Sandhar Technologies Limited as Vice Chairman and Managing
     Director and as Director on the Board of Sandhar Infosystems Limited, SLD Auto Ancillary Limited, Sandhar Steady
     Stream Tooling Pvt. Ltd. and KDB Investments Pvt. Ltd. Haridwar Estates Pvt. Ltd., Contect Infosystems Pvt. Ltd.,
     YSG Estates Pvt. Ltd. and Sandhar Estate Pvt. Ltd.. Mr. Jayant Davar is not holding any shares in the Company.
     Mr. Girija Shankar Tripathy, aged about 43 years, is a qualified Chartered Accountant and holding degree in
     Master of Finance and Control with more than 15 years of Investment Banking and Private Equity Investment experience.
     After a brief stint in consultancy, he spent his initial years with Lazard India. During this period, he was involved with
     managing IPO’s, Valuation, M & A assignments. Thereafter, he joined the Commonwealth Corporation (CDC) as an
     Investment Manager and was involved with appraisals and investment process into industrial and infrastructure projects.
     He is presently associated with Actis Advisers Private Limited, and involved with private equity investments.
     As on 31st March, 2009 Mr. Girija Shankar Tripathy, is an Independent and Non-Executive Director on the Board of
     the Company. He is a Director of Swaraj Automotive Ltd., CICO Technologies Limited, Tema India Limited, Infotech
     Software Limited and Alumunus Software Limited. Mr. Girija Shankar Tripathy is not holding any shares in the Company.
     Mr. Ganapati Rathinam, aged about 41 years, is a Fellow member of the Institute of Company Secretaries of India
     and a commerce and law graduate. He has spent about ten years with various organizations looking after their
     finance, legal and secretarial function and also did fund raising for them. He has been with CDC/ Actis now for about
     ten years and is currently a partner with Actis responsible for transaction execution amongst other key areas. He
     brings with him a wealth of experience in PE transactions, M&A’s and legal matters. Mr. Ganapati Rathinam is not
     holding any shares in the Company.



                                                               2
                                                                                           HALONIX LIMITED

 EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT,1956.
ITEM NO. 6
Mr. Girija Shankar Tripathy, aged 43 years, has been appointed as an Additional Director of the Company with effect
from 30th January, 2009. As per the provisions of section 260 of the Companies Act, 1956, Mr. Girija Shankar Tripathy
holds office of Director only upto the date of ensuing Annual General Meeting.
The Company has received notice in writing from a member under section 257 of the Companies Act, 1956, proposing
appointment of Mr. Girija Shankar Tripathy for the office of Director. The Board recommends the resolution for your
approval.
None of the Directors of the Company except Mr. Girija Shankar Tripathy is concerned or interested in the said resolution.

ITEM NO. 7
Mr. Ganapati Rathinam, aged about 41 years, has been appointed as an Additional Director of the Company with effect
from 30th June, 2009. As per the provisions of section 260 of the Companies Act, 1956, Mr. Ganapati Rathinam holds
office of Director only upto the date of ensuing Annual General Meeting.
The Company has received notice in writing from a member under section 257 of the Companies Act, 1956, proposing
appointment of Mr. Ganapati Rathinam for the office of Director. Board recommends the resolution for your approval.
None of the Directors of the Company except Mr. Ganapati Rathinam is concerned or interested in the said resolution.


                                                                                                   By Order of the Board

Place : Noida                                                                                          RAJIV PRASAD
Dated : 29.07.2009                                                                                    Managing Director




                                                            3
DIRECTORS’ REPORT
To the Members of the Company

Your Directors have pleasure in presenting the Eighteenth                                                  of Q4, Financial Year 2008-2009. This was because of
Annual Report on the business and operations of the                                                        confusion over a BIS circular, which first mandated the
Company together with the Audited Statement of Accounts                                                    transition of the industry standard to HPF, and then
for the financial year ended 31st March, 2009.                                                             postponed the transition to 30th September, 2009.
FINANCIAL RESULTS                                  (Rs. in Lacs)                                       These broad reasons have all been responded to, and the
                                                                                                       Company has returned to profitability in Q1, 2009-2010.
                                        Year ended Year ended
           PARTICULARS                                                                                 The year ahead looks positive, as compared to Financial
                                         31.3.2009    31.3.2008
                                                                                                       Year 2008-2009.
    Gross Sales and other Income         40,268.88                     37,915.56
                                         ===========
                                          ===========
                                         ============                 ===========
                                                                       ===========
                                                                      ============
    Profit before Interest,
    Depreciation & Tax                       4,020.75                     7,120.45
    Interest                                 1,469.46                          638.03
                                         --------------------------   --------------------------
    Gross Profit                             2,551.29                     6,482.42
    Depreciation                             1,143.83                     1,111.02
                                         --------------------------   --------------------------
    Profit Before Tax                        1,407.46                     5,371.40
    Less : Provision for Obsolete
    Inventories, Doubtful Debts and
    Warranty Claims                               825.55                       171.10
    Less: Adjustments relating to
    earlier years (Net)                           260.16                              7.14
    Net Provision for Tax                         158.98                       392.78
                                         --------------------------   --------------------------
    Profit After Tax                              162.77                  4,800.38
    Balance of Profit/(Loss)
    brought forward                          5,949.02                     2,959.88
    Transfer to General Reserve                    —                        500.00
    Proposed Dividend on
    Equity Shares                                 112.08                  1,120.77
    Tax on Dividend                                   19.05                    190.47
                                         --------------------------   --------------------------
    Balance of Profit carried forward        5,980.66                     5,949.02
    to next year                         --------------------------   --------------------------
                                                                                                       DIVIDEND
FINANCIAL AND OPERATIONAL PERFORMANCE                                                                  The Board of Directors has recommended a final dividend
During the year under review, Gross Sales was recorded                                                 of Re. 0.40 per equity share. The Dividend, if approved at
at Rs. 40,268.88 lacs in 2008-09. Profit before tax (PBT)                                              the forthcoming Annual General Meeting will be paid to all
after providing for Obsolete Inventories, Doubtful Debts,                                              those Equity Shareholders as on 31st of August, 2009. The
Warranty Claims and prior period adjustments at Rs. 321.74                                             total amount of dividend (including dividend tax) will absorb
lacs and Net Profit at Rs. 162.76 lacs. The operating results                                          Rs. 131.13 lacs out of the profits available for the year. The
of the Company have been sharply lower on account of:                                                  Company has maintained payment of dividend to
                                                                                                       shareholders out of the current year profits.
•       Warranty Returns relating to previous years
•       Losses on account of Rupee depreciation and high                                               CHANGE OF NAME TO HALONIX LIMITED
        commodity prices during the year
                                                                                                       During the year under review the name of the Company
•       Higher expenditure on Fixed Costs, coming from the                                             has been changed from “Phoenix Lamps Limited” to
        development of a retail marketing network and Brand                                            “Halonix Limited”.
        launch expenses, including advertising
                                                                                                       As per the provisions of the Companies Act, 1956 the
•       The closure of its major CFL manufacturing over most                                           change of name was approved by way of a Special


                                                                                                   4
                                                                                            HALONIX LIMITED

Resolution passed in Extra-Ordinary General Meeting of              — Imposition of anti dumping duty on CFL shall boost
the Company held on 30th December, 2008 and                           topline as well as bottom line of the Company.
subsequently approved by the Central Government.                    — Expansion of domestic distribution network by the
Subsequently, with the approval of Central Government,                Company will increase pricing power with the final
the name of your Company changed to Halonix Limited                   customer.
with effect from 16th day of January, 2009. Fresh Certificate       — Launched higher wattage range in CFL.
of Incorporation has been obtained from Registrar of                Threats
Companies, Uttar Pradesh & Uttaranchal. Consequently,               — Increasing prices of inputs and volatility in currency
the name of the Company has been substituted to                        market may impact the profitability of the
HALONIX LIMITED at respective places including the                     Company.
Memorandum and Articles of Association of the Company.              — High Energy prices, high inflation and high Interest
                                                                       cost may adversely affect the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT                             — Slowdown in Automobile and Housing Sector, may
a)   Industry Structure and Development                                impact volumes as well as profits of the Company.
     Your Company is a market leader in Automotive                  — Increase/Volatility in cost of Raw Material,
     Halogen Lamps in India with supplies to all major                 especially major commodities like Molybdenum.
     OEMs in 4-Wheeler and 2-Wheeler Industry. It is also           — Demand decline in Europe due to market
     a major exporter to developed countries.                          recession. Protential decline of 10-15% in quantity
                                                                       terms year on year.
     Your Company is also a leading player in Compact
                                                                    — New business in Auto Lamps could be put on hold
     Fluorescent Lamps and other General Lighting Lamps.
                                                                       by customer(s) due to slowdown in Automotive
     In case of General Lighting Lamps, a rapid shift is
                                                                       business.
     taking place from ordinary Incandescent Lamps to
                                                                    — New projects of Luminaries could be put on hold
     energy efficient Compact Fluorescent Lamps (CFLs).
                                                                       by various State Governments.
     With increasing demand of Energy Saving Lamps and
                                                                    — Frequent changes in government regulations,
     the efforts of the Government taking the initiative to
                                                                       especially BIS norms.
     replace ordinary Incandescent Lamps with energy
     saving Lamps, the CFL market is set to show                    c)   Outlook
     tremendous growth over the next few years. During                   The Government thrust on development of
     the year under review, the Company has supplied 26                  Infrastructure and Housing sector as a whole and
     lac lamps to Himachal Pradesh SEB, at the behest of                 use of Energy efficient Lamps will further boost
     the State Government.                                               demand for the products of the Company.
                                                                         Compact Fluorescent Lamps are expected to
b) Opportunities and Threats
                                                                         witness exponential growth in the near future.
     Opportunities
                                                                         With the economy reviving, the auto OE business
     — Government thrust on use of Energy efficient
                                                                         may see some inventory build-up, which should
        equipments and Energy shortage in India as well
                                                                         be positive for the auto business. The phase-out
        as rest of the World will increase the demand for
                                                                         of LPF Lamps, replaced by the new BIS Standard
        Compact Fluorescent Lamps and thus present
                                                                         demanding a shift to HPF lamps from 1st October,
        tremendous growth opportunities for your
                                                                         2009, should see a dramatic increase in sales and
        Company.
                                                                         pricing power over the near term.
     — New unit at Haridwar is an additional advantage
        in terms of quality, quantity and cost                           The Company has taken various steps to
        competitiveness over its rivals.                                 rationalize its operating cost as well as to manage
     — Expand export of automotive lamps to new                          its current assets better. This should improve both
        markets like U.S.A, Europe, Kuwait and Nepal.                    profitability and capital efficiency.
     — Developed new markets during the year at Kuwait,             d) Risks and Concern
        Nigeria and Nepal. More markets will open up in
                                                                       The Company’s risk management strategy
        future.
                                                                       encompasses the proper and in-depth
     — Introduction of new generation lamps like LED,
                                                                       identification, assessment, and prioritization of risk
        HID and SPARKLE.
                                                                       followed by the speedy mobilization of resources
     — Introduction of new Fixtures and Fittings for new
                                                                       to minimize, monitor, and control the probability
        generation lamps.


                                                                5
     of unfortunate events.                                           h) Developments in Human Resources &
     Excessive volatility in the Company’s key raw                       Industrial Relations Front
     materials can have severe impact on its                               The dedicated and hardworking team of
     profitability. As the Company derives a portion of                    employees of the Company is one of the main
     its revenues from exports and pays for purchases                      contributors for the performance of the Company.
     with foreign exchange, excessive volatility in                        The Company is of the opinion that employees
     currency rates can significantly impact profitability.                are its real strength and their contribution always
                                                                           remains the main engine for growth. Industrial
e)   Financial Performance vis-a-vis Operational
                                                                           relations have been harmonious and morale of
     Performance
                                                                           the employees working in the Company is very
     Your Company recorded a Gross turnover at
                                                                           high.
     Rs. 40,268.88 lacs, Profit before tax after providing
     for Obsolete Inventories, Doubtful Debts, Warranty                    Sound human resource development policies of
     Claims and prior period adjustments at Rs. 321.74                     the Company ensure that each employee grows
     lacs and Net Profit at Rs. 162.77 lacs.                               as an individual and contributes to the
                                                                           performance of the Company. Regular in-house
     During the year under review there was a change
                                                                           training programs for employees at all levels help
     (later deferred) in the BIS Standard for the
                                                                           in this objective.
     Compact Fluorescent Lamps category, from Low
     Power Factor (LPF) to High Power Factor (HPF).                        Industrial relations continued to remain
     This was to enable the Distcoms to save T&D                           harmonious at all the manufacturing units during
     Losses. Due to the ensuing confusion about the                        the year. The number of persons employed in the
     correct industry standard, your Company had to                        Company is 3494 as on 31st March, 2009.
     suspend manufacturing operations for 2 months
     during the fourth quarter of the year recording a                i)   Cautionary Note
     net loss of Rs. 1,243.03 lacs to the Company.                         Certain statements in the ‘Management
                                                                           Discussion and Analysis’ section may be forward-
f)   Segmentwise or Productwise Performance
                                                                           looking and are stated as required by applicable
     As per the relevant reporting requirements, the
                                                                           laws and regulations. Many factors may affect the
     Company operates in a single segment i.e.
                                                                           actual results, which would be different from what
     Electrical Lamps. For the year under review 69%
                                                                           the Directors envisage in terms of the future
     of Sales was generated from domestic market
                                                                           performance and outlook.
     while remaining 31% came from export market.
     Automotive Lamps constituted 42% of total sales                       Investors are cautioned that this discussion
     and balance 58% sales came from General                               contains forward looking statements that involve
     Lighting Lamps.                                                       risks and uncertainties including, but not limited
                                                                           to, risks inherent in the Company’s growth
g) Internal Control System and their adequacy                              strategy, dependence on certain businesses,
   The Company has a proper and adequate system                            dependence on availability of qualified and trained
   of internal controls commensurate with its size to                      manpower and other factors discussed. The
   ensure that all assets are safeguarded and                              following discussion and analysis should be read
   protected against loss from unauthorized use or                         in conjunction with the Company’s financial
   disposition. That transactions are authorized,                          statements and notes on accounts.
   recorded and reported correctly.
                                                                  CORPORATE GOVERNANCE
     The Company’s internal control systems are
     further supplemented by an extensive programme               Your Company always strives to incorporate the
     of internal audit by an independent firm of                  appropriate standards for good corporate governance. As
     Chartered Accountants and periodic review by                 a listed Company, necessary measures are taken and
     management.                                                  systems put in place to comply with the Listing Agreement
                                                                  with Stock Exchanges.
     The internal control system is designed to ensure
     that all financial and other records are reliable for        A separate Report on Corporate Governance along with a
     preparing financial statements and other data and            Certificate of Compliances of conditiions of Corporate
     for maintaining accountability of assets.                    Governance from the Practicing Company Secretary forms
                                                                  part of this Report.



                                                              6
                                                                                                  HALONIX LIMITED

QUALITY POLICY/CERTIFICATION                                              1956 safeguarding assets of the Company and for
The Company is committed to provide consistent good                       preventing and detecting fraud and other irregularities;
quality products to its customers worldwide and for                   iv. that the directors have prepared annual accounts on
achievement of world class quality in the products                        a going concern basis.
manufactured, every employee is involved in ensuring
quality of products at all times. Management on its part is           PUBLIC DEPOSITS
fully committed to further improve quality and provide all            The Company has not accepted any deposits from Public,
resources to accomplish this task. The Company is also                during the year under review.
committed to continually improve safety and health of
                                                                      DIRECTORS
employees and working environment through
institutionalizing proactive safety, health and environmental         Mr. Raj Krishan Sahgal (Director and Chairman) and
management strategies.                                                Mr. Jayant Davar (Director), retire by rotation at the
                                                                      forthcoming Annual General Meeting, and being eligible
The Company is certified for ISO:9001:2000 and ISO/TS
                                                                      offer themselves for re-appointment.
16949:2002 since December, 2001 by TUVNORD,
Germany. The Company has also obtained                                Mr. Girija Shankar Tripathy has been appointed as an
ISO:14001:2004 and OHSAS: 18001:2007 since February,                  Additional Director with effect from 30th day of January,
2005. The Company is in the process of N.A.B.L.                       2009 and Mr. Ganapati Rathinam has been appointed as
accreditation for testing and calibration labs.                       an Additional Director on the Board with effect from 30th
                                                                      day of June, 2009. The Company has received notice under
The Company has been recently certified for
                                                                      section 257 of the Companies Act, 1956 for their
ISO:9001:2008 and TS16949:2002 for all units located in
                                                                      appointment at the ensuing Annual General Meeting. The
Noida till 2012.
                                                                      Board recommends the same for your appoval.
The Dehradun Unit is certified to ISO(001:2008 and TS
                                                                      In terms of Clause 49 of the Listing Agreement with Stock
16949:2002 till 2010. The Haridwar Unit is certified to
                                                                      Exchanges, the details of the Directors to be appointed /
ISO :9001:2000 till 2011.
                                                                      re-appointed are contained in the accompanying notice
Additionally all the units of your Company are certified for          for convening the ensuing Annual General Meeting.
ISO:14001:2004 and OHSAS:1800:2007 till 2011. All
                                                                      During the period, Mr. Donald Macinnes Peck, resigned
certification is by TUV NORD, Germany.
                                                                      and was relieved from the Board with effect from 21st day
The Company is preparing for N.A.B.L. accreditation and               of May, 2009. Your Board of Directors wish to place on
SA 8000 certification during this financial year.                     record their sincere appreciation for the guidance and
The Company’s units at A1, Phase-II, Noida and Haridwar               valuable contribution made by Mr. Donald Macinnes Peck
are certified for ROHS compliance and the audit was                   in the deliberations of the Board during his tenure as
performed by Intertek. Your Company was the first                     Director of the Company.
Company in India to be certified with ROHS compliance
                                                                      AUDITORS
through certification audit last year and this certification is
valid till 2013.                                                      M/s. Arun K. Gupta & Associates, Auditors of the Company,
                                                                      retire at the forthcoming Annual General Meeting, and
DIRECTORS’ RESPONSIBILITY STATEMENT                                   being eligible offer themselves for re-appointment.
Board of Directors of your Company state:
                                                                      LISTING OF SHARES
i.    that in the preparation of the annual accounts,                 The Equity Shares of the Company are listed on Bombay
      applicable accounting standards have been followed;             Stock Exchange Ltd. and National Stock Exchange of India
ii.   that the directors have selected such accounting                Ltd.. The Listing fees for the financial year 2009-2010 has
      policies and applied them consistently and made                 been paid.
      judgments and estimates that are reasonable and
      prudent so as to give a true and fair view of the state         COST AUDIT
      of affairs of the Company at the end of the financial           The Board of Directors, in pursuance of an order made
      year and of the profit of the Company for the year under        under section 233B of the Companies Act, 1956, has
      review;                                                         appointed M/s. J.K. Kabra & Co., Cost Accountants, New
                                                                      Delhi as Cost Auditors for conducting audit of the cost
iii. that the directors have taken proper and sufficient care
                                                                      accounts maintained by the Company for the financial year
     for the maintenance of adequate accounting records
                                                                      ended 31st March, 2009.
     in accordance with provisions of the Companies Act,



                                                                  7
CONSERVATION OF ENERGY, TECHNOLOGY                               (c) Impact of the measures - Not Applicable
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND                            at (a) and (b) above for
OUTGO                                                                reduction of energy
Information under section 217(1)(e) of the Companies Act,            comsumption and
1956, read with the Companies (Disclosure of Particulars             conseqeuent impact on
in the Report of Board of Directors) Rules, 1988, is given           the cost of production
below:                                                               of goods.

A. Conservation of Energy                                        B. Technology Absorption
                                                                    Particulars regarding Research & Development,
(a) The Company continues its policy of priority to energy
                                                                    Technology Absorption, Adaptation and Innovation are
    conservation measures including regular review of
                                                                    given under in prescribed Form ‘B’.
    energy conservation, consumption and effective
    control on utilization of energy.                                                    FORM ‘B’
    The following energy conservation measures were              1.   Research & Development (R & D)
    implemented during the year under review:-                        (i) Specific Areas  : 1. LED based TATA NOVA
    — Sanction power capacity has been extended for                       in which             tail lights testing and E-
        Noida plants (800KVA to 1000 KVA at NSEZ plant)                   R&D carried out      Homologation. Completed
        and (625KVA to 825 KVA at A-1, Phase-II plant)                    by the Company       product ready for launch.
        to take care of Maximum Demand and avoid
                                                                                              2. LED based 600 * 600 mm
        penalty on excess power drawn. Earlier, the
                                                                                                 recessed fitting for use in
        demand was controlled by DG sets. As a result,
                                                                                                 Commercial Complexes
        Diesel consumption has been reduced by 4
                                                                                                 and bulk head fixtures
        kiloliters in comparison to previous year.
                                                                                                 for general lighting on
    — Up-gradation of Power factor correction system                                             AC mains.
        to take care of the value of Power Factor and AC
        Drive has been installed for induction motors to                                      3. Ministry of Natural
        reduce power consumption of AC Motors.                                                   Renewal Energy (MNRE)
                                                                                                 type test approved Home
    — Motion sensors have been installed for auto
                                                                                                 Lighting System for use
        switching of lights at various points resulting in
                                                                                                 in remote locations.
        reduction of Power Consumption.
                                                                                              4. MNRE type test approved
    — Inspite of increase in production and existing
                                                                                                 street lighting system for
        machine load, the DG generated units reduced
                                                                                                 use in Urban and remote
        by 24 thousand units in comparison to the last
                                                                                                 areas.
        year.
                                                                                              5. MNRE approved lantern
    During the year under report, Company has consumed
                                                                                                 under type testing and
    units of energy as detailed below:-
                                                                                                 approval.
    Electric Energy           - 123.64 (Prev. Yr. 103.80)
                                 lac units supplied by                                        6. TERI lanterns under the
                                 Power Corporation.                                              Bill Clinton Fund approved
                                                                                                 for supply.
                                16.34 (Prev. Yr. 16.58)
                                lac units generated by                                        7. Introduction of Sparkle for
                                DG sets                                                          mass consumer
                                                                                                 understanding of LED. We
    Diesel                    - 4.97 (Prev. Yr. 5.01) lac
                                                                                                 have introduced more
                                litres for running of DG
                                                                                                 than 25000 such units
                                Sets.
                                                                                                 for generating awareness
(b) Additional investments    - No major additonal                                               of LED.
    and proposals, if any,      investment is required.
    being implemented for                                             (ii) Benefits derived : 1. Power saving.
    reduction of                                                           as a result of the 2. Power provided to areas
    consumption of energy                                                  above R&D             where grid has not reached.
                                                                                                 Installed 1-5 KW power


                                                             8
                                                                                                             HALONIX LIMITED

                                      generating capacity till last            (ii) Benefits derived : Stabilized Operations
                                      financial year.                               as a result of the
                                                                                    above efforts.
      (iii) Future Plan of        : The Company will undertake
            Action                  R&D activities in the                      (iii) Details of technology imported during last five
                                    organization to improve                          years :
                                    quality and reduce cost by                       (a) Technology Imported                  : N.A.
                                    increasing the raw material                      (b) Year of Import                       : N.A.
                                    efficiency and reducing                          (c) Has technology been fully absorbed : N.A.
                                    wastage.                                         (d) If not fully absorbed,               : N.A.
                                    To commercialize the products                         area where this has
                                    developed. Penetrate market.                          not taken place.
                                    Reduce cost and enhance                C. Foreign Exchange Earnings and Outgo
                                    quality.
                                                                                                               Current Year     Previous Year
                                    To introduce Organic LED.                  PARTICULARS
                                                                                                               (Rs. in Lacs)     (Rs. in Lacs)
                                    To introduce sensors.
                                                                            1. Foreign Exchange Earnings            9925.24            8624.68
      (iv) Expenditure on         : During the year Company
           R&D                      has developed and filed for             2. Foreign Exchange Outgo -
                                    Patent “Output Feedback                    (a) Raw Materials                  14377.29            11923.84
                                    Passive Power Factor
                                                                               (b) Capital Goods                     767.94             860.08
                                    Correction”. The expenditure
                                    incurred in R & D of the                   (c) Spare Parts                       778.13             190.72
                                    product to Rs. 598.89 lacs                 (d) Foreign Traveling/                 66.90              56.42
                                    has been capitalized.                          Selling Expenses
2.    Technology Absorption, Adaptation and Innovation                         (e) Dividend                          775.38             573.66
      (i)   Efforts in brief      : Technology to manufacture
                                                                           Activities relating to export, initiative taken to increase
            made towards            Halogen Lamps and CFL
                                                                           the export, development of new export markets for
            adaptation and          Lamps has been fully
                                                                           products and export plan.
            technology              absorbed.
            absorption,                                                    The Company is trying to increase exports by exploring
            innovation                                                     new markets in USA, Europe and Middle East by way of
                                                                           entering into Joint Venture agreement with established
                                                                           foreign partner in the lighting business.
PERSONNEL
Report on particulars of the employees required in terms of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, is as under:-
                                                      Remuneration                                               Date of
Sr.    Name               Age     Designation            Received             Qualification   Experience       Comm. of                 Last
No.                                                          (Rs.)                               (Years)     Employment           Employment

                                                        Employed throughout the year
1.     Mr Rajiv Prasad       48   Managing Director     1,92,41,717       B.E. Electronics              25    10.05.2007       Gujrat Glass Ltd.
                                                                      PGDM, IIM Bangalore

2.     Mr. S K Neogi         64   Director               51,83,583         M.Tech, Bsc (H)              39    03.06.1993              HMT Ltd.
                                  Operations

3.     Mr. A S Saini         59   Director               49,03,990                  D.M. E              38    03.05.1991        ECE Industries
                                  Operations                                                                                              Ltd.

4.     Mr.Rakesh Zutshi      40   Vice President         37,17,293              BSc., MBA               19    09.07.2007       Gujrat Glass Ltd.


                                                                       9
                                                  Remuneration                                           Date of
Sr.   Name              Age    Designation           Received           Qualification   Experience     Comm. of             Last
No.                                                      (Rs.)                             (Years)   Employment       Employment

                                                    Employed for part of the year
1.    Mr. Sanjeev Pandiya 48   Director              21,49,723        C.A.Inter ICWA           22     14.10.2008 Renuka Sugar Ltd.
                               (Finance)                                 (Inter), MBA

2.    Mr. Vivek Gupta    40    C.F.O.                40,64,767                  C.A.           17     16.09.1992     Carrier Aircon
3.    Mr. C.B. Satija    63    Vice President        19,29,115                  C.A.           35     02.06.2008     Surya Roshini
                               (Internal Audit)                                                                            Limited

— The employment is contractual
— The terms and conditions of employment are based on the board resolution, shareholders’ resolution and appointment
  letter.
— All the above personnel look after day-to-day activities of the Company under the supervision of Board of Directors
  of the Company.
— No employee as mentioned above are related to each other.

ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to NSEZ Authorities, Banks, Business Associates and Shareholders
for their unstinted support, assistance and co-operation.
Your Company and its Directors also acknowledge with thanks the full fledged co-operation received from the employees
at all levels.

                                                                                        For and on behalf of the Board


Place : Noida                                                                              RAJ KRISHAN SAHGAL
Date : 29.07.2009                                                                                Chairman




                                                                 10
                                                                                             HALONIX LIMITED

CORPORATE GOVERNANCE REPORT AS ON 31ST MARCH, 2009
Corporate Governance
The Company is committed to moral accountability, social responsibility, strict compliance with the law and consistent and
coherent approach and has a strong, independent and knowledgeable Board charged with the responsibility to:-
•   Ensure legal and ethical conduct by every one in the Company
•   Protect the interest of the investors, customers, employees, lenders, suppliers and the community.
•   Advise and counsel the MD with the view to make the Company stronger and more successful.
•   Support investments and decisions that serve the interest of the Company and the stakeholders and caution in
    cases of investments and decisions which may not benefit the Company
•   Prevent conflicts of interest and ensure that the right people are making the decisions and monitor, on ongoing
    basis, the results of the decisions that are likely to affect the Company most.
The Company’s Corporate guidelines emphasize:-
•   First and foremost ‘The quality of strength of character’.
•   An enquiring and independent mind, practical wisdom and mature judgment.
•   Principle-centered directors, leaders and senior management.
•   Structure that promotes transparency and culture that the right questions are asked without fear and that checks and
    balances are in place to ensure that the answers reflect what is best for the creation of long term sustainable wealth
    and value.
Risk Management is also seen by the Company as an essential element of Corporate Governance and therefore, the
Board is charged with the oversight of this function.
1.   BOARD OF DIRECTORS
(A) Composition of Board
    The present Board consists of one Executive Director and Six Non-Executive Directors. The Non-Executive Directors
    with their diverse knowledge, experience and expertise bring in their independent judgment to the deliberations and
    decisions of the Board. Apart from the Sitting Fees being paid for attending Board/Committee Meetings, the
    non-executive Directors did not have any material pecuniary relationship or transaction with the Company during the
    year 2008-2009.
     The Company has a non-executive Chairman and the Company meets the requirements relating to the composition
     of Board of Directors.
(B) Non-Executive Directors’ compensation and disclosures
    The Non Executive Directors of the Company are paid Sitting Fee as fixed by the Board of Directors within the limits
    prescribed under the Companies Act, 1956. No stock options were granted to non-executive Independent Directors
    during the year under review.
(C) Other provisions as to Board and Committees
    During the year 2008-2009, 4 meetings of the Board of Directors were held on 19th May, 2008, 31st July, 2008, 24th
    October, 2008 and 30th January, 2009.
     The 17th Annual General Meeting of your Company was held on 25th August, 2008.
     The details about the directors, attendance in the Board Meeting and Annual General Meeting are given below.
                                               Board Meetings Attendance         No.of Directorship   No.of Committees
Name                   Category                  Attended     at the AGM           in Companies        & Positions held
                                                   During       held on              other than         as         as
                                                  the year    25.08.2008          Halonix Limited     Member Chairman
Mr. Raj K.Sahgal       Independent &                 4            Yes                    —              —          1
(Chairman)             Non-Executive
Mr. Rajiv Prasad       Executive                      4              Yes                 1                1        —
(Managing Director)


                                                           11
                                                 Board Meetings Attendance      No.of Directorship   No.of Committees
Name                          Category             Attended     at the AGM        in Companies        & Positions held
                                                     During       held on           other than         as         as
                                                    the year    25.08.2008       Halonix Limited     Member Chairman
Mr. Steven M Enderby          Non- Executive**         4             Yes                4               2            1
(Director)
Mr. Donald M Peck             Non- Executive**         2             No                 9              —         —
(Director)
Mr. Gurdeep Singh             Independent &            3             Yes                3               2            1
(Director)                    Non-Executive
Mr. Jayant Davar              Independent &            —             No                 3              —         —
(Director)                    Non-Executive
Mr. Girija S. Tripathy        Independent &            1             Not                5              —         —
(Director)                    Non-Executive**                     Applicable
Mr. Ganapati Rathinam         Independent &           N.A.           Not                —              —         —
(Director)                    Non-Executive**                     Applicable
** Representative of Argon India limited and Argon South Asia Limited
— Mr. Girija Shankar Tripathy was inducted as Non-executive Director on 30th day of January, 2009.
— Mr. Ganapati Rathinam was inducted as Non-executive Director on 30th day of June, 2009.
— Mr Donald Macinnes Peck has resigned from the Board of Directors w.e.f. 21.05.2009.
      Note :
      1. Directorship in Private Company, Foreign Companies and Companies under section 25 of the Companies Act,
         1956 have not been considered.
      2.    For the purpose of membership & Chairmanship in a Committee only Audit Committee and Shareholders’
            Investors’ Grievances Committee have been considered.
      None of the Directors of the Board serve as Member of more than 10 Committees nor do they Chair more than 5
      Committees.
(D) Code of Conduct
    (i) The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the
        Company. The copies of Code of Conduct as applicable to the Directors (including Senior Management of the
        Company) are uploaded on the website of the Company www.halonix.co.in
      (ii) The Members of the Board of Directors and Senior Management personnel have affirmed compliance with the
           Code applicable to them during the year ended March 31, 2009. The Annual Report of the Company contains a
           Certificate duly signed by the Managing Director in this regard.
II.   AUDIT COMMITTEE
(A) Qualified and Independent Audit Committee
      The Company complies the provisions related to Audit Committee in terms of Clause 49 of the Listing Agreement as
      well as in terms of the provisions of Section 292A of the Companies Act, 1956. Its functioning is as under:
      (i)   The Audit Committee consists of the three directors as members, two of them are independent directors.
      (ii) All members of the Committee are finance literate and one of the member Mr. Steven Mark Enderby, is a
           qualified accountant having the requisite financial management expertise.
      (iii) The Chairman of the Audit Committee is an independent Director.
      (iv) The Chairman of the Audit Committee, Mr. Raj Krishan Sahgal was present at the last Annual General Meeting
           of the Company held on 25th day of August, 2008.




                                                             12
                                                                                            HALONIX LIMITED

    (v) The Chief Finance Officer/ Director-Finance, Internal Auditors, representatives of the Statutory Auditor and
        such other officials of the Company are invited to attend the Audit Committee meetings as and when required.
    (vi) The Company Secretary/Compliance Officer acts as the Secretary to the Committee.
(B) Meeting and Composition of Audit Committee
    During the year, 6 Audit Committee meetings were held on 19th May, 2008, 31st July, 2008, 24th October, 2008,
    30th January, 2009, 23rd March, 2009 and 31st March, 2009.
    Number of meetings attended by the members are given below :
    Name of Members                   Composition of the Audit Committee                 Number of meetings attended
    Mr. Raj K. Sahgal                             Independent                                            6
    Mr. Steven Mark Enderby                       Non-executive                                          6
    Mr. Gurdeep Singh                             Independent                                            5
    Mr. Raj Krishan Sahgal is the Chairman of the Audit Committee.
    Statutory Auditors, Internal auditors, executives responsible for finance and accounts functions are permanent invitees
    to the Audit Committee.
(C) Powers of Audit Committee
    The Audit Committee has powers including:
    1. To investigate any activity within its terms of reference.
    2. To seek information from any employee.
    3. To obtain outside legal or other professional advice.
    4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
(D) Role of Audit Committee
    1.   Review of Company’s financial reporting process, the financial statements and financial/risk management policies.
    2.   Recommendation to the Board on appointment of statutory auditors and fixation of audit fee and other fees to
         the auditors.
    3.   Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
    4.   Reviewing, with the management, the annual financial statements before submission to the Board for approval,
         with particular reference to:
         a. Matters required to be included in the Director’s Responsibility Statement, to be included in the Board’s
             report in terms of clause (2AA) of section 217 of the Companies Act, 1956
         b. Changes, if any, in accounting policies and practices and reasons for the same
         c. Major accounting entries involving estimates based on the exercise of judgment by management
         d. Significant adjustments made in the financial statements arising out of audit findings
         e. Compliance with listing and other legal requirements relating to financial statements
         f. Disclosure of any related party transactions
         g. Qualifications in the draft audit report.
    5.   Reviewing, with the management, the quarterly financial statements before submission to the board for approval
         5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue
             (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
             those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
             monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations
             to the Board to take up steps in this matter.
    6.   Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
         control systems.




                                                            13
    7.   Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
         staffing and seniority of the official heading the department, reporting structure coverage and frequency of
         internal audit.
    8.   Discussion with the Statutory and Internal auditors on any significant findings and follow up there on.
    9.   Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
         fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
         Board.
    10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
        post-audit discussion to ascertain any area of concern.
    11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
        (in case of non payment of declared dividends) and creditors.
    12. To review the functioning of the Whistle Blower mechanism, wherever applicable.
    13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
    14. To carry out any of the functions contained in the Corporate Governance Clause of the Listing Agreement as
        well as section 292A of the Companies Act, 1956.
(E) Review of information by Audit Committee
    The Audit Committee has reviewed the following information during the year.
    1. Financial Statement and draft audit report including quarterly/half- yearly financial information.
    2 Management discussion and analysis of financial condition and results of operations of the Company.
    3. Statement of related party transactions.
    4. Letter issued related to Internal Control Weaknesses.
    5. The reports of Internal Auditors.
    6. The appointment/remuneration of the Internal Auditors.

III. SUBSIDIARY COMPANY
     1. The Company has one non listed non-material Subsidiary Company “Halonix Technologies Limited”.
     2. The Subsidiary Company has been incorporated on 2nd day of March, 2009 and obtained Commencement of
        Business certificate on 27th day of March, 2009.

IV. DISCLOSURES
(A) Basis of related party transactions
    There is no material significant related party transaction that may have potential conflict with the interest of the
    Company at large.
(B) There is no non-compliance by the Company and there are no penalties, strictures imposed on the Company by
    Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital markets, during the last three
    years.
(C) Whistle Blower Policy
    There is no need in the Company to establish a mechanism called ‘Whistle Blower Policy’ for employees to report to
    the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of
    conduct or ethics policy in the Company.
(D) The Company has complied with the mandatory conditions of Corporate Governance and constituted Remuneration
    Committee as per the non-mandatory requirements.
(E) Board Disclosures Risk Management
    The Company has laid down procedures to inform the Board of Directors about the Risk Management and its
    minimization procedures. The Audit Committee and the Board of Directors review these procedures periodically.


                                                             14
                                                                                        HALONIX LIMITED

(F) Remuneration of Directors
    (1) Executive Directors
        (a) The remuneration of the executive directors is decided by the remuneration committee based on the
            qualification, experience, industry benchmarks, the Company’s performance vis-à-vis the industry,
            performance track record of the executive director/ appointee(s). The Company pays remuneration by way
            of salary, perquisites, commission and allowances.
        (b) Remuneration paid to the past/present executive directors of the Company during 2008-2009 is as under :-
                                                                                                  (Amount in Rs.)
Name of the            Salary and other       Perquisites        Contribution to         Service         Contract
Executive Director       Allowances                              Provident Fund          Tenure        Notice Period
Mr. Rajiv Prasad          15,771,774           2,227,943             1,242,000             Upto              3
                                                                                        30.05.2010         months
•   The salary of Managing Director was revised with effect from 1st of April, 2008 by a resolution passed in the
    Shareholders Meeting held on 30th day of December, 2008. The Company has filed an application with Central
    Government for obtaining approval for payment of remuneration to the Managing Director of the Company.
•   The salary of Managing Director has a performance incentive upto a maximum of 75% of the salary based on
    evaluation of Performance on an annual basis.
•   There is no stock option in the Company.
(2) Non-Executive Directors
    (a) The Non-Executive Directors are entitled to sitting fee only for attending the Board/Committee Meetings in
        terms of the Companies Act, 1956. A sitting fee of Rs. 5,000 per meeting of the Board and Rs. 2,500 per
        committee meeting of the Audit Committee, Remuneration Committee, Share Committee and Compensation
        Committee, is paid.
    (b) Payment of sitting fees to Non-Executive Directors for the year ended 31st March, 2009 :-
        Name                                                                          Sitting Fees paid (Rs.)
        Mr. Raj K. Sahgal                                                                      40,000
        Mr. Steven M. Enderby                                                                  97,500
        Mr. Donald M. Peck                                                                     10,000
        Mr. Gurdeep Singh                                                                      35,000
        Mr. Jayant Davar                                                                         Nil
        Mr. Girija S. Tripathy                                                                 5,000
    (c) The non-executive directors have disclosed that they do not hold any shares and/or convertible instruments in
        the Company.
    (d) There has been no pecuniary relationship or transactions of the non-executive Directors’ vis-à-vis the Company
        during the year under review.
    (e) The Company has constituted the Remuneration Committee in the Company to look after the remuneration
        being paid to the executive directors of the Company.
    (f) The detail of composition of Remuneration Committee as on 31st March, 2009 is as under:-
        Name of Members                                             Composition of the Remuneration Committee
        Mr. Gurdeep Singh                                                            Independent
        Mr. Raj Krishan Sahgal                                                       Independent
        Mr. Steven Mark Enderby                                                      Non-executive
        During the year ended 31st March, 2009, the Committee held one meeting on 24th October, 2008 to consider
        and fix remuneration of Mr. Rajiv Prasad, Managing Director of the Company. Mr. Gurdeep Singh is the Chairman
        of the Remuneration Committee.



                                                           15
(G) Management
    The Management Discussion and Analysis Report has been included separately in the Annual Report to the
    shareholders.
(H) Shareholders Information
   (i) Mr. Raj Krishan Sahgal, Mr. Jayant Davar are retiring by rotation at the forthcoming Annual General Meeting of
       the Company. The brief resume and other details of these directors are given with Notice of the Annual Report.
       Mr. Girija Shankar Tripathy and Mr. Ganapati Rathinam has been appointed as an Additional Director on
       30th day of January, 2009 and 30th day of June, 2009 respectively. As per the provisions of section 260 of
       the Companies Act, 1956, these Directors hold office only upto the date of the ensuing Annual General
       Meeting. The Company has received notices under section 257 of the Companies Act, 1956 proposing
       appointment of these Directors as Directors liable to retire by rotation. The brief resume and other details of
       these directors are given with Notice of the Annual Report.
       During the period under review, Mr. Donald Macinnes Peck, representative of Argon India Limited and
       Argon South Asia Limited resigned and was relieved from the Board with effect from 21st day of May, 2009.
       Your Board of Directors wishes to place on record their sincere appreciation for the guidance and valuable
       contribution made by Mr. Donald Macinnes Peck in the deliberations of the Board during his tenure as
       Director of the Company.
       During the year under review Mr. Sanjay Kumar Gupta, Company Secretary was appointed on 12th May,
       2008 and resigned from the Company on 21st May, 2009. Mr. Sanjeev Pandiya, Director- Finance has been
       nominated by the Board and is acting as Compliance Officer of the Company with effect from 21st May,
       2009.
   (ii) The quarterly results are carried on the Company’s website www.halonix.co.in
   (iii) Shareholders’/Investors’ Grievance Committee Meeting now termed as Share Committee, is constituted
         under the Chairmanship of a non-executive Director to consider and look into the matter of Shareholders’/
         Investors’ Grievances and to suggest remedial and improvement measures and to redress the same.
       The composition of Shareholders’ Investors’ Grievance Committee now termed as Share Committee is as
       under:
       Name of Members                     Composition of the Share Committee               Meetings Attended
       Mr. Steven Mark Enderby             Non-executive                                           24
       Mr. Gurdeep Singh                   Independent                                                1
       Mr. Rajiv Prasad                    Executive                                                 24
       Mr. Steven Mark Enderby is the Chairman of the Committee.
       During the period 24 Share Committee Meetings were held in the year ended 31st March, 2009.
       Mr. Sanjeev Pandiya, Director-Finance, is the Compliance Officer and can be contacted at :
       Mr. Sanjeev Pandiya, Compliance Officer
       Halonix Limited
       59-A,Noida Special Economic Zone,
       Noida Phase - II, Distt. Gautam Budh Nagar, U.P. - 201 305.
       Phone : 91-11-0120-4012222, Fax : 91-11-0120-2562943, email : halonix@halonix.co.in
       54 investors’ complaints/queries were received during the year under review and all of them have been
       resolved during the year and no complaint was pending as on March 31, 2009.
   (iv) The Board of Directors of the Company has delegated the power of Share Transfer to the Share Committee
        and the Registrar and Share Transfer Agents. The meetings of the Share Committee to consider share
        transfer formalities are held on fortnightly basis generally. During the year Company held 24 meetings of
        Share Committee.




                                                       16
                                                                                        HALONIX LIMITED

General Body Meetings
Location and time of Annual General Meetings held in the last 3 years :
                                                                                                           Special
Year        Type         Date          Venue                                                Time          Resolution
                                                                                                           Passed
2006        AGM       19.06.2006       59-A, NSEZ, Noida Phase-II,                        10.00 A.M.          No
                                       Distt. Gautam Budh Nagar, U.P. – 201305
2007        AGM       30.07.2007       59-A, NSEZ, Noida Phase-II,                        10.00 A.M.          No
                                       Distt. Gautam Budh Nagar, U.P. – 201305
2008        AGM       25.08.2008       59-A, NSEZ, Noida Phase-II,                        10.00 A.M.          No
                                       Distt. Gautam Budh Nagar, U.P. – 201305
An Extra-Ordinary General Meeting of the Company was held during the period under review on 30th day of December,
2008.
Whether Special Resolution were put                                                                           No
through postal ballot last year
Details of voting pattern                                                                              Not Applicable
Persons who conducted the postal ballot exercise                                                       Not Applicable
Whether Special Resolutions were proposed                                                                         No
to be conducted through postal ballot
Means of Communication
Quarterly report sent to each Household of shareholders                   The results of the Company are published
                                                                          in the newspapers
Quarterly results and in which newspaper normally published in            First and Second Quarter results were
                                                                          published in Economic Times, New Delhi,
                                                                          Mumbai, Pune, Lucknow and Chandigarh,
                                                                          Financial Times, New Delhi and Mumbai
                                                                          Mirror Mumbai (English Edition); Navbharat
                                                                          Times, Delhi and Mumbai (Hindi Edition)
                                                                          Third Quarter results were published in
                                                                          Business Standard, Bangalore, Kolkata,
                                                                          Mumbai, New Delhi, Chandigarh,
                                                                          Bhubaneswar, Chennai, Pune, Kochi,
                                                                          Ahmedabad, Hyderabad (English Edition) and
                                                                          in Business Standard, New Delhi, Bhopal,
                                                                          Mumbai, Kolkata, Patna, Chandigarh,
                                                                          Lucknow (Hindi Edition).
                                                                          Fourth Quarter results were published in
                                                                          Financial Express:- All Editions(English
                                                                          Edition) and Navbharat Times, Delhi (Hindi
                                                                          Edition).
Any website Where displayed                                               Yes, the results are displayed on the
                                                                          Company’s website at www.halonix.co.in. The
                                                                          results are also displayed on the website of
                                                                          National Informatic Centre (NIC) as per
                                                                          requirements of Securities and Exchange
                                                                          Board of India.
Whether it also displays official News releases                           No
Whether the website displays the Presentation made to the                 No
Institutional Investors and to the analysts

                                                         17
Market Price Information
The reported High and Low closing prices during the year ended March 31, 2009 on the National Stock Exchange of India
Limited and the Bombay Stock Exchange Limited, where your Company’s shares are frequently traded, are given below:
                                              National Stock Exchange                     Bombay Stock Exchange
Month
                                              High (Rs.)      Low (Rs.)                  High (Rs.)     Low (Rs.)
Apr, 2008                                        170.00            132.65                    170.00            144.00
May, 2008                                        177.95            150.05                    179.00            150.00
Jun, 2008                                        170.70            135.00                    171.95            130.00
Jul, 2008                                        144.65            122.50                    148.95            123.50
Aug, 2008                                        154.75            123.00                    141.45            123.00
Sep, 2008                                        142.70            105.00                    141.00            104.50
Oct, 2008                                        120.00             57.00                    120.00             54.45
Nov, 2008                                         81.70             55.10                     77.95             54.00
Dec, 2008                                         87.80             54.55                     82.40             54.95
Jan, 2009                                         74.00             53.00                     73.90             54.30
Feb, 2009                                         62.00             45.00                     57.00             46.10
Mar, 2009                                         52.95             36.50                     57.00             36.25
Performance in comparison to BSE Sensex
                                           BSE Sensex          BSE Sensex                          Halonix Limited
Month
                                              High                Low                    High (Rs.)        Low (Rs.)
Apr, 2008                                    17480.74           15297.96                     170.00            144.00
May, 2008                                    17735.70           16196.02                     179.00            150.00
Jun, 2008                                    16632.72           13405.54                     171.95            130.00
Jul, 2008                                    15130.09           12514.02                     148.95            123.50
Aug, 2008                                    15579.78           14002.43                     141.45            123.00
Sep, 2008                                    15107.01           12153.55                     141.00            104.50
Oct, 2008                                    13203.86            7967.39                     120.00             54.45
Nov, 2008                                    10945.41            8316.39                      77.95             54.00
Dec, 2008                                    10188.54            8467.43                      82.40             54.95
Jan, 2009                                    10469.72            8631.60                      73.90             54.30
Feb, 2009                                     9724.87            8619.22                      57.00             46.10
Mar, 2009                                    10127.09            8047.17                      57.00             36.25

General Shareholder Information
Annual General Meeting                 : Tuesday, the 8th September, 2009, at 10.00 A.M.
Date, time and Venue                   : 59-A, NSEZ, Noida Phase-II, District Gautam Budh Nagar, U.P. - 201305.
Financial Year                         : 1st April to 31st March of the succeeding year.
Date of Book Closure                   : 1st September, 2009 to 8th September, 2009 (both days inclusive)
Dividend Payment Date                  : within 30 days of AGM, if declared by Shareholders.
Listing on Stock Exchange              : Bombay Stock Exchange Limited,
                                         25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001
                                         National Stock Exchange of India Limited,
                                         “Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai-400051
Stock Code                             : BSE-517296 NSE - HALONIX
ISIN number for NSDL & CDSL            : ISIN INE455B01016
Share Transfer System
Shares lodged for transfer are normally processed and approved by the Share Committee on a fortnightly basis. All
requests for dematerialization of shares are processed and the confirmation is given to the Depositories within 15 days.
Grievances received from Members and other miscellaneous correspondence on change of address, mandates etc. are
processed within 30 days.



                                                          18
                                                                                            HALONIX LIMITED

INVESTORS CORRESPONDENCE
In case of any delay in attending to transfer of shares, non-receipt of Dividend Warrant, non-receipt of Annual Report or
any other related matter the request can be forwarded at:
(i) The Secretarial Department
    Halonix Limited
    59-A, NSEZ, Phase-II, Noida,
    District Gautam Budh Nagar, Uttar Pradesh – 201 305
    Ph. : 0120 – 4012222, Fax : 0120 - 2562943, email : halonix@halonix.co.in
(ii) Registrars and Share Transfer Agents :
     M/s. Alankit Assignments Limited, 2E/21, Jhandewalan Extension, New Delhi-110 055. Phone : 011-42541234, Fax :
     011-42541201, 23552001, 23551967
INVESTOR INFORMATION - SEBI Circular making the PAN mandatory for Physical Transfers.
1. The Securities and Exchange Board of India (SEBI) vide circular reference no. MRD/DoP/Cir-05/2009 dated May 20,
   2009 made PAN the sole identification number for all participants transacting in the securities market, irrespective of
   the amount of such transaction.
2. In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off-market/
   private transactions involving transfer of shares in physical form of listed Companies, it shall be mandatory for the
   transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such transfer of shares.
DISTRIBUTION OF SHAREHOLDING
(a) Distribution of Shareholding (No. of Shares) as on March 31, 2009 is as under:-
    No. of                                 No. of                        % of              Total No.                 % of
    Shares                           Shareholders                Shareholders              of Shares              Holding
    1     -   500                             19193                     93.58                2591368                  9.25
    501 - 1000                                  651                      3.17                 530160                  1.89
    1001 - 2000                                 249                      1.22                 391947                  1.40
    2001 - 3000                                 121                      0.59                 319068                  1.13
    3001 - 4000                                  50                      0.25                 185720                  0.66
    4001 - 5000                                  58                      0.28                 276293                  0.99
    5001 - 10000                                110                      0.54                 836720                  2.99
    10001 & above                                77                      0.37               22888024                 81.69
    TOTAL                                     20509                    100.00              28019300                 100.00

(b) Shareholding Pattern as on 31st March, 2009
    Category                                                                                           No. of Shares held
    Promoters                                                                                                    18509587
    Institutional Investors
    Mutual Funds & UTI                                                                                                4600
    Banks, Financial Institutions                                                                                      700
    and Insurance Companies
    FII’s                                                                                                          570373
    Others
    Private Corporate Bodies                                                                                      2979867
    Indian Public                                                                                                 5517518
    NRIs/ OCBs                                                                                                     420355
    Trust                                                                                                           16300
    TOTAL                                                                                                        28019300

Dematerialisation of Shares
86.83% of the shareholding of the Company have been dematerialised as on 31.03.2009 and there is sufficient liquidity in
the stock.

                                                            19
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: The
Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
Plant Locations :                  1. 59-A, Noida Special Economic Zone,         2. 59-D, Noida Special Economic Zone,
                                      Noida Phase - II,                              Noida Phase - II,
                                      Distt. Gautam Budh Nagar,                      Distt. Gautam Budh Nagar,
                                      U.P. - 201 305.                                U.P. - 201 305.
                                   3. A-1, Noida Phase-II,                       4. C-8, Selaqui Industrial Area,
                                      Distt. Gautam Budh Nagar,                      District Dehradun, Uttaranchal
                                      U.P. - 201 305.
                                   5. Plot No. 5, Sector 12, Integrated Industrial Area,
                                      Ranipur, Haridwar, Uttaranchal
Address for correspondence         : 59-A, Noida Special Economic Zone, Noida Phase - II,
                                     Distt. Gautam Budh Nagar, U.P. - 201 305.
                                     Phone : 91-11-0120-4012222, Fax : 91-11-0120-2562943, Email : halonix@vsnl.com
Electronic Clearing Service (ECS)
SEBI had vide its Circular no. DCC/FITTCIR-3/2001 dated 15th October, 2001 advised that all companies should mandatorily
use ECS facility wherever available. In the absence of ECS facility, Company may use warrants for distributing the
dividends and vide its Circular no. D&CC/FUTTCUR-4/2001 dated 13th November, 2001, SEBI has advised Companies
to mandatorily print the Bank Account Details furnished by the Depositories on the Dividend Warrants. This ensures that
the Dividend Warrants, even if lost or stolen, cannot be used for any purpose other than for depositing the money in the
accounts specified on the Dividend Warrant and ensures safety for the investors.
In view of the SEBI Circular, the Company is availing the ECS facility to distribute Dividends to those Members who have
opted for it, through the ECS facility in metropolitan cities. However, the members who wish to receive Dividend in an
account other than the one specified while opening the depository account, may notify their respective Depository Participants
(DPs) about any change in their bank account details.

                                    DECLARATION OF THE MANAGING DIRECTOR
This is to certify that the Company has laid down code of conduct for all Board Members and Senior Management of the
Company and the copies of the same are uploaded on the website of the Company www.halonix.co.in. Further certified
that the Members of the Board of Directors and Senior Management personnel have affirmed having complied with the
code applicable to them during the year ended March 31, 2009.
Place : Noida                                                                                               Rajiv Prasad
Date : 29.07.2009                                                                                        Managing Director

                     AUDITORS’ REPORT ON CORPORATE GOVERNANCE - MARCH 31, 2009
TO THE MEMBERS OF HALONIX LIMITED (formerly known as Phoenix Lamps Limited)
We have examined all relevant records of HALONIX LIMITED (the Company) for the purpose of certifying the conditions
of Corporate Governance under Clause 49 of the Listing Agreement with Stock Exchanges for the financial year ended
31st March 2009. We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to the procedure and implementation thereof. This certificate is neither an assurance as to the future viability
of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
On the basis of our examination of the records produced, explanations and information furnished, we certify that the
Company has complied with the conditions of Clause 49 of the Listing Agreement.

                                                                                         For Chandrasekaran Associates
                                                                                                   Company Secretaries
Place : Noida                                                                                  Dr. S. Chandrasekaran
Date : 29.07.2009                                                                                       Senior Partner
                                                                                    (Membership No. FCS 1644, CP 715)

                                                             20
                                                                                                 HALONIX LIMITED

AUDITORS’ REPORT
To the Members of Halonix Limited (formerly known as Phoenix Lamps Limited)

1.   We have audited the attached Balance Sheet of                      (c) The Balance Sheet, Profit and Loss account and
     Halonix Limited as on March 31, 2009 and also the                      Cash Flow Statement dealt with by this report are
     Profit and Loss Account and the Cash Flow Statement                    in agreement with the books of account;
     for the year ended on that date annexed thereto. These
     financial statements are the responsibility of the                 (d) In our opinion, the Balance Sheet, Profit and Loss
     Company’s management. Our responsibility is to                         Account and Cash Flow Statement dealt with by
     express an opinion on these financial statements                       this report comply with the accounting standards
     based on our audit. We also refer to note no.1 of Notes                referred to in Section 211 (3C) of the Companies
     to Accounts in Schedule 19 regarding revision of                       Act, 1956.
     financial statements on account of recommendation                  (e) On the basis of written representations received
     of dividend for the year under review by the Board of                  from the Directors, as on March 31, 2009, and
     Directors.                                                             taken on record by the Board of Directors, we
                                                                            report that none of the Directors is disqualified as
2.   We conducted our audit in accordance with auditing                     on March 31, 2008 from being appointed as a
     standards generally accepted in India. Those                           Director in terms of Section 274(1)(g) of
     Standards require that we plan and perform the audit                   Companies Act, 1956;
     to obtain reasonable assurance about whether the
     financial statements are free of material mis-statement.           (f) In our opinion and to the best of our information
     An audit includes examining, on a test basis, evidence                 and according to the explanations given to us, the
     supporting the amounts and disclosures in the financial                said accounts give the information required by the
     statements. An audit also includes assessing the                       Companies Act, 1956, in the manner so required
     accounting principles used and significant estimates                   and give a true and fair view in conformity with
     made by management, as well as evaluating the                          the accounting principles generally accepted in
     overall financial statement presentation. We believe                   India:
     that our audit provides a reasonable basis for our
                                                                            i)    in the case of Balance Sheet, of the state of
     opinion.
                                                                                  the affairs of the Company, as at March 31,
3.   As required by the Companies (Auditor’s Report)                              2009
     Order, 2003 issued by the Central Government of India                  ii)   in the case of the Profit and Loss Account, of
     in terms of sub-section (4A) of Section 227 of the                           the profit of the Company for the year ended
     Companies Act, 1956, we enclose in the annexure a                            on that date; and
     statement on the matters specified in paragraphs 4
     and 5 of the said order.                                               iii) in the case of the Cash Flow Statement, of
                                                                                 the cash flows for the year ended on that date.
4.   Further to our comments in the annexure referred to
     in para 3 above, we report that: -
                                                                                       For ARUN K. GUPTA & ASSOCIATES
     (a) We have obtained all the information and                                                   Chartered Accountants
         explanations, which to the best of our knowledge
         and belief were necessary for the purposes of our
         audit;                                                                                  GIREESH KUMAR GOENKA
                                                                     Place: Noida                                   Partner
     (b) In our opinion, proper books of account as required         Date : 29.07.2009               Membership No. 096655
         by law, have been kept by the Company so far as
         appears from our examination of those books;




                                                                21
Annexure referred to in paragraph (3) of our report of                5.   According to the information and explanations provided
even date Halonix Limited                                                  by the management, there is no contract or
1.   The Company has maintained proper records to show                     arrangements refer to in section 301 of the Act that
     full particulars, including quantitative details and                  need to be entered into the register maintained under
     situation of fixed assets. The fixed assets have been                 section 301. Therefore, provisions of clause 4 v(b) are
     physically verified by the management according to                    not applicable to the Company.
     the phased programme designed to cover all the items             6.   According to the information and explanations given
     over a period of three years which in our opinion is                  to us, the Company has not accepted any deposits
     reasonable having regard to the size of the Company                   from the public within the meaning of section 58A &
     and the nature of its assets. Pursuant to the                         58AA of the Companies Act, 1956 and the rules made
     programme, a portion of the fixed assets have been                    thereunder.
     physically verified by the management during the year
     and no material discrepancies between the book                   7.   In our opinion, the Company has an internal audit
     records and physical inventory have been noticed. The                 system commensurate with the size and nature of its
     Company has not disposed off any substantial part of                  business.
     fixed assets during the year and going concern status
                                                                      8.   We have broadly reviewed the Books of Account
     of the company is not affected.
                                                                           maintained by the Company pursuant to the rules
2.   The Management has conducted physical verification                    made by the Central Govt. for the maintenance of Cost
     of inventory at reasonable intervals. The procedures                  Records under section 209 (1) (d) of the Companies
     of physical verification of inventory followed by the                 Act, 1956 and are of the opinion that prima facie the
     management are reasonable and adequate in relation                    prescribed accounts and records have been
     to the size of the Company and the nature of its                      maintained. We have however, not made a detailed
     business. The Company is maintaining proper records                   examination of these records with a view to determine
     of inventory except for work in progress, which has                   whether they are accurate or complete.
     been determined on the physical verification at the year
     end. No material discrepancies in inventory were                 9.   a)   According to the records of the Company, the
     noticed on physical verification.                                          Company is generally regular in depositing
                                                                                undisputed statutory dues including Provident
3.   As informed to us, the Company has neither granted
                                                                                Fund, Investor Education and Protection Fund,
     nor taken any loan, secured or unsecured to / from
                                                                                Employees’ State Insurance, Income Tax, Sales
     Companies, firms or other parties covered in the
                                                                                Tax, Wealth Tax, Service Tax, Custom Duty,
     register maintained under section 301 of the
                                                                                Excise Duty, Cess and other material statutory
     Companies Act, 1956.
                                                                                dues applicable to it with the appropriate
4.   In our opinion and according to the information and                        authorities. According to the information and
     explanations given to us, there is an adequate internal                    explanations given to us, there are no arrears of
     control system commensurate with the size of the                           outstanding statutory dues as at 31st March, 2009
     Company and the nature of its business, for the                            for a period of more than six months from the date
     purchase of inventory and fixed assets and for the sale                    they became payable.
     of goods. There is no sale of services, hence provision
                                                                           b)   According to the records of the Company, the dues
     of this clause, to the extent of sale of services are not
                                                                                outstanding of Income Tax, Wealth Tax, Sales
     applicable to the Company. During the course of our
                                                                                Tax, Service Tax, Custom duty, Excise duty &
     audit, no major weakness has been noticed in the
                                                                                Cess on account of any dispute are as follows:
     internal control system in respect of these areas.
     S. Name of the statute           Nature of dues             Amount        Period to which         Forum where dispute(s)
     No.                                                         (Rs. in Lacs) the amount relates      are pending
     1. Delhi Sales Tax Act 975       Sales Tax Demand           0.82          F.Y.1995-96             D.C.-Appeal IV,Delhi
     2.   U.P Trade Tax Act 1948      Demand U/s 4B              1.04            F.Y.2000-01           Joint Commissioner
                                                                                                       Appeal, Noida
          Uttrakhand Vat Act 2005     Demand against             26.08           F.Y.2005-06           Joint Commissioner
                                      Stock Transferred                                                Appeal, Dehradun
          U.P Vat Act 2008            U/s 54(14)                 6.12            F.Y.2008-09           Deputy Commissioner,
                                                                                                       Noida

                                                                 22
                                                                                                HALONIX LIMITED

10. The Company has no accumulated losses at the end                 17. According to the information and explanations given
    of the financial year and it has not incurred any cash               to us and on an overall examination of the Balance
    losses in the current and immediately preceding                      Sheet and Cash Flow Statement of the Company, we
    financial year.                                                      report that no funds raised on short term basis have
                                                                         been used for long term investment.
11. Based on our audit procedures and on the information
    and explanations given by the management, we are                 18. The Company has not made any preferential allotment
    of the opinion that the Company has not defaulted in                 of shares to parties or Companies covered in the
    repayment of dues to financial institutions or bank.                 register maintained under section 301 of the
                                                                         Companies Act, 1956.
12. According to the information and explanations given
    to us and based on the documents and records                     19. The Company did not have any outstanding
    produced to us, the Company has not granted loans                    debentures during the year.
    and advances on the basis of security by way of pledge
                                                                     20. The Company has not raised any money through a
    of shares, debentures and other securities.
                                                                         public issue during the year.
13. In our opinion and according to the information and
                                                                     21. Based upon the audit procedures performed by us for
    explanations given to us, the nature of activities of the
                                                                         expressing our opinion on these financial statements
    Company does not attract any special statute
                                                                         and information & explanations given by the
    applicable to chit fund, nidhi / mutual benefit fund and
                                                                         management, we have neither come across any
    societies.
                                                                         instance of major fraud on or by the Company noticed
14. The Company has not dealt/traded in securities and                   or reported during the year nor we have been informed
    other investments during the year.                                   of such case by the management.

15. Based on the audit procedures applied by us &
    according to the information & explanations provided
                                                                                      For ARUN K. GUPTA & ASSOCIATES
    by the management, the term loans taken by the
                                                                                                   Chartered Accountants
    Company during the year have been applied for the
    purpose for which the loans were obtained.
16. According to the information and explanations given                                         GIREESH KUMAR GOENKA
    to us, the Company has not given any guarantee for               Place: Noida                                  Partner
    loans taken by others.                                           Date : 29.07.2009              Membership No. 096655




                                                                23
BALANCE SHEET
AS AT 31ST MARCH, 2009                                                                        (Rs. in Lacs)
                                                                                As At          As At
            PARTICULARS                                        SCHEDULE
                                                                              31.03.2009     31.03.2008

SOURCES OF FUNDS
   SHARE CAPITAL                                                  1             4,117.93        4,117.93
   RESERVES & SURPLUS                                             2            11,399.09       11,367.45
   SECURED LOANS                                                  3            12,807.09       10,487.44
   DEFERRED TAX LIABILITES (NET)                                                  418.33          545.70

            TOTAL                                                              28,742.44       26,518.52

APPLICATION OF FUNDS
   FIXED ASSETS
      Gross Block                                                 4            26,545.80       23,570.88
      Less Depreciation                                                        15,118.46       13,975.18
      Net Block                                                                11,427.34        9,595.70
      Capital Work In- Progress (including Capital Advances)                      833.70        1,734.58
                                                                               12,261.04       11,330.28
   INVESTMENTS                                                    5                 5.00              –
   CURRENT ASSETS,LOANS AND ADVANCES
      (i)   Inventories                                           6            11,861.87        9,696.04
      (ii) Sundry Debtors                                         7             7,568.85        9,848.99
      (iii) Cash and Bank Balances                                8               721.45          256.72
      (iv) Other Current Assets                                   9               280.71          129.23
      (v) Loans and Advances                                      10            1,280.96          876.16
                                                                TOTAL          21,713.84       20,807.14
   LESS: CURRENT LIABILITIES AND PROVISIONS                       11
      (i)   Current Liabilities                                                 4,360.44        3,938.85
      (ii) Provisions                                                             877.00        1,680.05

   NET CURRENT ASSETS                                                          16,476.40       15,188.24
                                                                TOTAL          28,742.44       26,518.52

NOTES FORMING PART OF ACCOUNTS                                    19

                                             As per our report of even date
                                         For ARUN K. GUPTA & ASSOCIATES        RAJ KRISHAN SAHGAL
                                                Chartered Accountants                Chairman


Place : Noida                                 GIREESH KUMAR GOENKA                 RAJIV PRASAD
Date : 29.07.2009                               Partner (M. No. 096655)           Managing Director




                                                          24
                                                                              HALONIX LIMITED

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH, 2009                                                          (Rs. in Lacs)
                                                                             Year Ended    Year Ended
PARTICULARS                                               SCHEDULE
                                                                             31.03.2009    31.03.2008
INCOME
   SALES                                                                      40,133.71       37,532.01
   LESS: EXCISE DUTY                                                           1,727.39        1,867.26
   NET SALES                                                                  38,406.32       35,664.75
   INCREASE/(DECREASE) IN STOCK                              12                1,122.20        1,670.04
   OTHER INCOME                                              13                  135.16          383.55
                                                           TOTAL              39,663.68       37,718.34
EXPENDITURE
   MATERIALS                                                 14               27,218.43       23,974.69
   OPERATING EXPENSES                                        15                1,317.17        1,387.44
   ADMN. & SELLING EXPENSES                                  16                3,171.54        2,250.07
   PAYMENT & BENEFITS TO EMPLOYEES                           17                3,746.70        2,908.30
   FINANCIAL CHARGES                                         18                1,658.55          715.42
   DEPRECIATION                                               4                1,143.83        1,111.02
                                                           TOTAL              38,256.22       32,346.94
PROFIT BEFORE PROVISIONS AND PRIOR PERIOD ADJUSTMENTS                          1,407.46        5,371.40
PROVISIONS FOR :
  OBSOLETE INVENTORIES                                                           246.29           36.68
  DOUBTFUL DEBTS                                                                 159.46          134.42
  WARRANTY CLAIMS                                                                419.80            –
PROFIT BEFORE TAX & PRIOR PERIOD ADJUSTMENT                                      581.91        5,200.30
PRIOR PERIOD ADJUSTMENT (NET)                                                    260.16            7.14
PROFIT BEFORE TAX                                                                321.75        5,193.16
PROVISION FOR :
  CURRENT INCOME TAX                                                               –             363.00
  FRINGE BENEFIT TAX                                                              60.00           62.50
  MAT CREDIT ENTITLEMENT                                                           –             (26.00)
  DEFERRED TAX LIABILITY/(ASSETS)                                               (127.37)          (1.63)
  EARLIER YEAR INCOME TAX                                                        226.35           (5.09)
PROFIT AFTER TAX FOR THE YEAR                                                    162.77        4,800.38
PROFIT BROUGHT FORWARD                                                         5,949.02        2,959.88
AMOUNT AVAILABLE FOR APPROPRIATION                                             6,111.79        7,760.26
TRANSFERRED TO GERERAL RESERVE                                                     –             500.00
PROPOSED EQUITY DIVIDEND                                                         112.08        1,120.77
TAX ON DIVIDEND                                                                   19.05          190.47
BALANCE CARRIED TO BALANCE SHEET                                               5,980.66        5,949.02
EARNING PER SHARE (BASIC/DILUTED) (In Rs.) (Face Value Rs. 10/- Per Share)         0.58              17.13

NOTES FORMING PART OF ACCOUNTS                               19

                                          As per our report of even date
                                      For ARUN K. GUPTA & ASSOCIATES           RAJ KRISHAN SAHGAL
                                             Chartered Accountants                   Chairman


Place : Noida                             GIREESH KUMAR GOENKA                    RAJIV PRASAD
Date : 29.07.2009                           Partner (M. No. 096655)              Managing Director




                                                     25
SCHEDULES FORMING PART OF THE ACCOUNTS                                                                            (Rs. in Lacs)
                                                                                                 As At             As At
             PARTICULARS
                                                                                               31.03.2009        31.03.2008

SCHEDULE - 1
SHARE CAPITAL
Authorised
   410 Lacs Equity Shares of Rs.10/- each                                                         4,100.00          4,100.00
    29 Lacs Redeemable Preference Shares of Rs 100/- each                                         2,900.00          2,900.00
                                                                                                  7,000.00          7,000.00
Issued,Subscribed and Paid up
 280.19 Lacs (P.Y.280.19 Lacs) Equity Shares of Rs10/- Each Fully Paidup                          2,801.93          2,801.93
** 13.16 Lacs (P.Y.13.16 Lacs) 0% Redeemable Preference Shares of Rs.100/- each                   1,316.00          1,316.00
                                                                      TOTAL                       4,117.93          4,117.93
Out of the Equity Capital :
(i) 91 Lacs Equity Shares alloted in terms of Scheme of Amalgamation.
(ii) 148.08 Lacs Equity Shares held by Argon India Limited a holding Company.
**Refer Note No. 6 in Schedule 19

SCHEDULE - 2
RESERVES AND SURPLUS
(i)   CAPITAL RESERVE : SUBSIDY                                                                      40.00             40.00
(ii) CAPITAL REDEMPTION RESERVE                                                                   1,621.00          1,621.00
(iii) SHARE PREMIUM                                                                               3,733.86          3,733.86
(iv) GENERAL RESERVE :
     OPENING BALANCE                                                                                 23.57             581.64
     ADD: TRANSFERRED FROM PROFIT & LOSS ACCOUNT                                                         –             500.00
     DEDUCT: SPECIAL INCENTIVE PAID/PAYABLE TO EMPLOYEES                                                 –           (871.80)
     DEDUCT: LIABILITY OF GRATUITY EMPLOYEES COST UPTO 31.3.2007                                         –           (186.27)
     (Refer Note 7 of Notes to Accounts Schedule 19)
                                                                                                     23.57             23.57
(v) PROFIT & LOSS ACCOUNT :
    SURPLUS IN PROFIT & LOSS ACCOUNT                                                              5,980.66          5,949.02
                                                                      TOTAL                      11,399.09         11,367.45

SCHEDULE - 3
SECURED LOANS
(i)   Term Loan
      From Banks                                                                                  1,018.37            175.03
(ii) Working Capital Loan from banks
     Cash Credit Facilities                                                                       8,266.32          7,815.80
     Short Term Loan                                                                              2,300.00          1,260.00
     Bill Discounting                                                                             1,222.40          1,236.61
                                                                      TOTAL                      12,807.09         10,487.44
(i)   Term Loans are secured by way of first pari passu charges on all the movable and immovable properties, both present &
      future & subject to charges created/ to be created in favour of the Company’s bankers by way of security against borrowing
      for working capital requirements in the ordinary course of business.
(ii) Working Capital loans from Schduled Bank is secured by hypothecation of stocks of Raw Material, Work in Progress,
     Finished Goods, Stores & Spares, consumables and book debts of the Company both present and future and further
     secured by way of second charge on the fixed assets.



                                                               26
                                                                                                                                            HALONIX LIMITED

SCHEDULE - 4
FIXED ASSETS                                                                                                                                                      (Rs. in Lacs)
                                                  GROSS BLOCK                                                  DEPRECIATION                                   NET BLOCK

PARTICULARS                      As At        Additions       Adj. / Sale     As At               As At        For the        Adjust-          As At         As At          As At
                              01/04/2008                                    31/03/2009          01/04/2008      year           ment          31/03/2009    31/03/2009     31/03/2008
LEASEHOLD LAND                      370.16              –               –        370.16               14.37         4.33                –         18.70         351.46         355.79
** BUILDINGS                      3,102.74              –               –      3,102.74              440.20       102.36                –        542.56       2,560.18       2,662.54
PLANT & MACHINERY                18,696.24       2,129.15               –     20,825.39           13,047.81       883.09                –     13,930.90       6,894.49       5,648.43
LABORATORY
EQUIPMENTS                          222.84          17.42               –        240.26               50.70           10.50          –            61.20        179.06         172.14
GAS CYLINDERS                        31.87           7.84               –         39.71               24.73            2.76          –            27.49         12.22           7.14
FURNITURE & FIXTURES                215.85          13.53               –        229.38              119.90           12.08          –           131.98         97.40         102.65
OFFICE EQUIPMENTS                   175.99          17.80            2.92        190.87               64.03            8.66       0.55            72.14        118.73         111.96
COMPUTERS                           314.91         101.84               –        416.75               95.10           53.84          –           148.94        267.81         219.81
VEHICLES                            168.93           2.62               –        171.55               76.58           16.13          –            92.71         78.84          85.65
FIRE FIGHTING
EQUIPMENTS                           88.15                –             –          88.15              21.84            3.88             –         25.72         62.43          66.31
INTANGIBLE ASSETS:
— SOFTWARES                         183.20          88.74               –        271.94               19.92           46.20             –         66.12        205.82         163.28
— *RESEARCH &                            –         598.90               –        598.90                   –               –             –             –        598.90              –
    DEVLOPMENT COST
GRAND TOTAL                      23,570.88       2,977.84            2.92     26,545.80           13,975.18     1,143.83          0.55        15,118.46     11,427.34        9,595.70
PREVIOUS YEAR                    20,551.34       3,194.28         174.74      23,570.88           12,951.04     1,111.02         86.88         13,975.18      9,595.70       7,600.30
Capital Work in Progress Rs. 833.70 Lacs {Includes Capital Advance Rs. 434.84 Lacs (Previous year Rs. 366.10 Lacs)}
Plant & machinery under errection Rs. 398.86 Lacs (Previous year Rs. 1368.48 Lacs)
*Refer point no 10 of notes to account of schedule 19.
**Includes Rs. 590.65 Lacs on leased land belonging NSEZ. (Previous year Rs. 590.65 Lacs)

                                                                                                                                          As At                   As At
                PARTICULARS
                                                                                                                                        31.03.2009              31.03.2008

SCHEDULE - 5
INVESTMENTS LONG TERM UNQUOTED
In Wholly Owned Subsidiary Company Halonix Technologies Limited                                                                                   5.00                           –
0.50 Lacs equity shares of face value of Rs.10/- each fully paid up
                                                                                                     TOTAL                                        5.00                           –

SCHEDULE - 6
INVENTORIES (As Valued & Certified by the Management)
    Raw Materials                                                                                                                            4,313.41                   4,029.09
    Gases                                                                                                                                       24.56                      11.51
    Consumables                                                                                                                                 98.00                     125.99
    Packing Materials                                                                                                                          347.21                     298.15
    Stores & Spares                                                                                                                            338.61                     473.29
    Finished Goods                                                                                                                           1,730.91                   1,452.36
    Work in Progress                                                                                                                         2,773.51                   1,929.86
    Goods in Transit                                                                                                                            92.33                     573.01
    Goods sold in Transit                                                                                                                      615.39                     721.80
    Goods For Resale                                                                                                                         1,440.96                      94.59
    Scrap                                                                                                                                      442.12                      95.24
                                                                                                 SUB TOTAL                                  12,217.01                   9,804.89
    Less : Provision for obsolete inventories                                                                                                (355.14)                   (108.85)
                                                                                                     TOTAL                                  11,861.87                   9,696.04

SCHEDULE - 7
SUNDRY DEBTORS (Unsecured, Considered Good)
   Exceeding Six Months                                                                                                                        865.73                     611.39
   Others                                                                                                                                    6,997.00                   9,372.02
   Less : Provision for Doubtful Debts                                                                                                       (293.88)                   (134.42)
                                                                                                     TOTAL                                   7,568.85                   9,848.99




                                                                                           27
SCHEDULES FORMING PART OF THE ACCOUNTS (Contd...)                                                 (Rs. in Lacs)
                                                                                      As At         As At
             PARTICULARS
                                                                                    31.03.2009    31.03.2008

SCHEDULE - 8
CASH AND BANK BALANCES
   Cash in Hand                                                                            7.56        13.77
   Balance with Scheduled Banks in
   i) Current Accounts                                                                  321.01          7.57
   ii) Fixed Deposits (Pledged as margin money)                                          85.22         30.92
   iii) Dividend Accounts (Unclaimed Dividend)                                          307.66        204.46
                                                                    TOTAL               721.45        256.72

SCHEDULE - 9
OTHER CURRENT ASSETS
   Prepaid Expenses                                                                      83.89         29.68
   Security Deposits                                                                    193.88         97.63
   Interest Receivable                                                                    2.94          1.92
                                                                    TOTAL               280.71        129.23

SCHEDULE - 10
LOANS AND ADVANCES (Unsecured Considered Good)
   Advances to Staff                                                                      8.58         10.84
   Advances recoverable in cash or kind or for value to be received.                    489.33        289.91
   Balances with Excise & custom authorities                                            309.90        203.50
   Advance Income Tax /TDS (Net of provision of Income Tax                              442.60        169.91
   of Rs Nil (P.Y. Rs.363 Lacs))
   MAT Credit Entitlement                                                                30.55        202.00
                                                                    TOTAL              1,280.96       876.16

SCHEDULE - 11
(I)   CURRENT LIABILITIES
      Sundry Creditors
      — Dues to Micro and Small Enterprises                                             102.21         34.98
           (Refer Note No. 4 of Notes to Accounts Schedule 19)
      — Others                                                                         3,385.51      2,781.88
      Customer’s Credit Balances                                                          97.09         71.98
      Other Liabilities(Includes Rs.2.44 Lacs P.Y. Rs.3.60 Lacs due to Directors)        374.04        401.00
      Special Incentive Payable to Employees                                                  –        352.52
      Statutory Liabilities                                                               93.93         92.03
      Unpaid Dividend (Investors education and protection fund shall be credited)        307.66        204.46
      by the amount of unclaimed dividend when due)
                                                               SUB TOTAL               4,360.44      3,938.85
(II) PROVISIONS FOR
     Fringe Benefit Tax                                                                  60.00          62.50
     Less: Advance Fringe Benefit Tax                                                    60.00          52.00
     Leave Encashment                                                                   162.00         146.09
     Gratuity Provision                                                                 164.07         212.22
     Warranty Claims (Refer Note No.12 of notes to accounts Schedule No.19)             419.80              –
     Proposed Equity Dividend                                                           112.08       1,120.77
     Tax on Proposed Dividend                                                            19.05         190.47
                                                                  SUB TOTAL             877.00       1,680.05
                                                                    TOTAL              5,237.44      5,618.90



                                                             28
                                                                      HALONIX LIMITED

SCHEDULES FORMING PART OF THE ACCOUNTS (Contd...)                                   (Rs. in Lacs)
                                                                        As At         As At
           PARTICULARS
                                                                      31.03.2009    31.03.2008

SCHEDULE - 12
INCREASE/(DECREASE) IN STOCK
OPENING STOCK
   Lamps                                                                 1,452.36      1,220.44
   Lamps without base parts                                              1,929.86        491.74
                                                              TOTAL      3,382.22      1,712.18
CLOSING STOCK
   Lamps                                                                 1,730.91      1,452.36
   Lamps without base parts                                              2,773.51      1,929.86
                                                              TOTAL      4,504.42      3,382.22
INCREASE/(DECREASE) IN STOCK                                             1,122.20      1,670.04


SCHEDULE - 13
OTHER INCOME
   Exchange Variation                                                          –        375.13
   Gross Interest (TDS Rs. 1.13 Lacs PY Rs. 0.43 Lacs)                    109.89          8.42
   Insurance Refund                                                        25.27             –
                                                              TOTAL       135.16        383.55


SCHEDULE - 14
MATERIALS
   Raw Materials                                                       23,373.35     20,374.50
   Gases                                                                  878.85      1,199.14
   Consumables                                                            641.03        399.04
   Packing Materials                                                    2,031.29      1,967.92
   Goods for Resale                                                       299.12         30.84
   Increse/(Decrease) in excise duty on closing stock                      (5.21)         3.25
                                                              TOTAL    27,218.43     23,974.69


SCHEDULE - 15
OPERATING EXPENSES
   Repair & Maintenance
   i) Plant & Machinery                                                   586.14        742.12
   ii) Building                                                            17.45         40.12
   iii) Others                                                             69.10         89.77
   Power & Fuel                                                           619.78        496.46
    Technician Expenses                                                    24.70         18.97
                                                              TOTAL      1,317.17      1387.44




                                                         29
SCHEDULES FORMING PART OF THE ACCOUNTS (Contd...)                                       (Rs. in Lacs)
                                                                            As At         As At
           PARTICULARS
                                                                          31.03.2009    31.03.2008

SCHEDULE - 16
ADMN. & SELLING EXPENSES
A. ADMINISTRATIVE & OTHER EXPENSES
   Printing & Stationery                                                        9.32         27.66
   Postage, Telephone & Telegram                                              114.38         57.07
   Rent                                                                       131.79         52.83
   Conveyance & Travelling                                                    721.16        499.76
   Vehicle Running & Maintenance                                               39.96         39.64
   Professional Charges                                                       223.95        313.64
   Auditor’s Remuneration                                                      15.88         13.50
   Insurance Charges                                                           31.70         30.32
   Filing and Legal Charges                                                    63.50         59.18
   Miscellaneous Expenses                                                      18.98         20.87
   Donation                                                                     0.61          8.35
   Security Services                                                           55.89         36.38
   Loss on Sale of Fixed Assets (Net)                                           2.12         42.41
   Exchange Variation                                                         108.66             –
                                                              SUB TOTAL      1,537.90      1201.61

B. SELLING EXPENSES
   Advertisement ,Exhibition, Sales Promotion & Other Expenditure              496.67       255.15
   Selling Commission                                                           64.99        47.71
   Freight Outward                                                           1,019.45       689.13
   Insurance                                                                    52.53        56.47
                                                              SUB TOTAL      1,633.64      1,048.46
                                                               TOTAL         3,171.54      2,250.07


SCHEDULE - 17
PAYMENT & BENEFITS TO EMPLOYEES
    Salary, Wages, Bonus & allowances                                        3,182.35      2,507.74
    Contribution to Provident & Other funds                                   329.53        235.43
    Welfare Expenses                                                          234.82        165.13

                                                               TOTAL         3,746.70      2,908.30


SCHEDULE - 18
FINANCIAL CHARGES
    Interest on Term Loan                                                      11.47         66.09
    Interest Others                                                          1,457.98       571.93
    Bank Charges                                                              189.10         77.40

                                                               TOTAL         1,658.55       715.42



                                                         30
                                                                                                 HALONIX LIMITED

SCHEDULE-19
SIGNIFICANT ACCOUNTING POLICIES/NOTES TO ACCOUNTS (Forming part of the Accounts for the year ended
31st March, 2009)
1.   NATURE OF OPERATION
     Halonix Limited (hereinafter referred to as “the Company”) is a manufacturer of Electric Lamps.
2.   STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
     a) BASIS OF ACCOUNTING
        The financial statements have been prepared to comply in all material respects with the mandatory Accounting
        Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies
        Act, 1956. The financial statements have been prepared under the historical cost convention, except where
        otherwise stated, and on an accrual basis. The accounting policies have been consistently applied by the
        Company and are consistent with those used in the previous year.

     b) USE OF ESTIMATES
        The preparation of financial statements are in conformity with generally accepted accounting principles & it
        requires management to make estimates and assumptions that effect the reported amounts of assets and
        liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations
        during the reporting period end. Although these estimates are based upon management’s best knowledge of
        current events and actions, actual results could differ from this estimates.

     c)   FIXED ASSETS
          Fixed Assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises
          the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended
          use. Financing cost relating to acquisition of fixed assets are also included to the extent they relate to the period
          till such assets are ready to be put to use. Expenditure for addition, improvement and renewal are capitalized
          and expenditure for repairs and maintenance are charged to Profit & Loss Account. Expenses as are specifically
          attributable to completion of project are enclosed as part of project cost.

     d) BORROWING COST
        Borrowing cost related to acquisition or construction of the qualifying fixed assets for the period up to the
        completion of their acquisition or construction are included in the book value of the respective assets and other
        borrowing costs are charged to profit & loss account.

     e)   DEPRECIATION
          i) Depreciation is provided on straight line method as prescribed in Schedule XIV of the Companies Act,
               1956.
          ii) Lease hold land is amortized over the period of lease.
          iii) Depreciation on the amount of addition made to fixed assets due to up-gradation /improvement is provided
               at the rate applied to the existing assets.
          iv) Intangible Assets – Software are accounted for at their cost of acquisition & amortized over their estimated
               economic life not exceeding 5years.
          v) Research & Development are accounted for at their cost of acquisition.

     f)   EMPLOYEE BENEFITS
          (a) Short-term Employee benefits :
              All employee benefits payable wholly within twelve months of rendering the service are classified as
              short-term employee benefits. These benefits include compensated absences such as paid annual leave
              .The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
              rendered by employees is recognized during the period.
          (b) Post-employment benefits:
              (i) Retirement benefits in the form of the Company’s contribution to Provident Fund is charged to the Profit
                  & Loss Account of the year when the contributions to the respective funds are due.


                                                                31
        (ii) The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in
             respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that
             employees have earned in return for their service in the current and prior periods; that benefit is discounted
             to determine its present value, and the fair value of any plan assets is deducted.
             The present value of the obligation under such defined benefit plan is determine based on actuarial
             valuation using the projected unit credit method, which recognizes each period of service as giving rise
             to additional unit of employee benefit entitlement and measures each unit separately to build up the
             final obligation.
             The obligation is measured at the present value of the estimated future cash flows. The discount rates
             used for determining the present value of the obligation under defined benefit plan, are based on the
             market yields on government securities as at the balance sheet date.
             When the calculation results in a benefit to the company, the recognized asset is limited to the net total
             of any unrecognized actuarial losses and past service costs and the present value of any future refunds
             from the plan or reductions in future contributions to the plan.
             Actuarial gains and losses are recognized immediately in the profit & loss account.
    (c) Other Long-term employment benefits:
        Compensated absences which are not expected to occur within twelve months after the end of the period in
        which the employee renders the related services are provided for on the basis of actuarial valuation made
        at the end of each financial year.

g) FOREIGN EXCHANGE TRANSACTION
   Initial Recognition: Foreign current transactions are recorded in the reporting currency, by applying to the
   foreign currency amount the exchange rate between the reporting currency and the foreign currency transactions.
    Conversion: Foreign currency monetary items are reported using the closing rate. Non-monetary items which
    are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at
    the date of the transaction, and non monetory items which are carried at fair value or other similar valuation
    denomited in a foreign currency are reported using the exchange rates that existed when the values were
    determined.
    Exchange Difference: Exchange differences arising on the settlement of monetary items or on restatement of
    reporting Company’s monetary items at rates different from those at which they were initially recorded during
    the year, or reported in previous financial statements, are recognized as income or as expenses in the year in
    which they arise.
    Forward Exchange Contracts :( Derivative Instruments) not intended for trading or speculation purposes:-
    The Company uses derivative financial instruments including forward exchange contracts to hedge its risk
    associated with foreign currency fluctuations. The premium or discount arising at the inception of forward exchange
    contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts
    are recognised in the statement of profit & loss in the year in which the exchange rates change. Any profit or loss
    arising on cancellation or renewal of forward exchange contract is recognized as income or as expenses for the year.

h) INVENTORY VALUATION
   Inventories are valued as follows:
   Raw Materials & Others: Lower of cost and net realizable value. However, materials and other items held for
   use in the production of inventories are not written down below cost if the finished products, in which they will be
   incorporated, are expected to be sold at or above cost. Cost is determined on transaction moving weighted
   average.
    Work in Progress and Finished Goods: Lower of cost and net realizable value. Cost includes direct materials
    and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished
    goods includes excise duty where ever applicable.
    By Products and Waste – Net realizable value: Net realizable value is the estimated selling price in the
    ordinary course of business, less estimated costs of completion and to make the sale.



                                                         32
                                                                                            HALONIX LIMITED

i)   LEASES:
     Where the company is lessee: Finance leases, which effectively transfer to the Company substantially all the
     risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and
     present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets.
     Lease payments are apportioned between the finance charges and reduction of the lease liability based on the
     implicit rate of return. Finance charges are charged directly against income. Lease management fees, legal
     charges and other initial direct costs are capitalised.
     It there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term,
     capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease
     term.
     Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
     item are classified as operating leases. Operating lease payments are recognized as an expense in the Profit &
     Loss Account on a straight line basis over the lease term.

j)   REVENUE RECOGNITION
     Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and
     the revenue can be measured.
     Sale of Goods: Revenue is recognized when the significant risks and rewards of ownership of the goods have
     been passed to the buyer. Sales are net of return, volume discount and sales tax but including excise duty.
     Warranty claims settled (including supply of material free of cost) are adjusted against sales.
     Interest: Interest is recognized on a time proportion basis taking into account the amount outstanding at the
     applicable date.
     Dividend: Dividend is recognised when the shareholder’s right to receive payment is established by the balance
     sheet date.

k)   INVESTMENT
     Investments that are readily realizable and intended to be held for not more than a year are classified as current
     investments. All other investments are classified as long-term investments. Current investments are carried at
     lower of cost and fair value determined on an individual investment basis. Long term investments are carried at
     cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value
     of such investments.

l)   INCOME TAX
     Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is
     measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.
     Deferred income taxes reflects the impact of current year timing differences between taxable income and
     accounting income for the year and reversal of timing difference of earlier year .
     Deferred taxes are measured based on the tax rates and the tax law enacted or substantively enacted at the
     balance sheet date. Deferred assets are recognized only to the extend that there is reasonable certainty that
     sufficient future taxable income will be available against which such deferred tax assets can be realized. If the
     Company has carry forward of unabsorbed depreciation and tax losses, deferred tax assets are recognized only
     if there is virtual certainty that such deferred tax assets can be realized against future taxable profits. Unrecognized
     deferred tax assets of earlier year are reassessed and recognized to the extent that it has become reasonably
     certain that future taxable income will be available against which such deferred tax assets be realised.
     Mat credit is recognised as an asset only when and to the extent there is convincing evidence that the Company
     will pay normal Income Tax during the specified period. In the year in which the Minimum Alternative Tax (MAT)
     credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in
     guidance note issued by the Institute of Chartered Accounts of India, the said asset is created by way of a credit
     to the profit & loss account and shown as MAT credit Entitlement. The Company reviews the same at each
     balance sheet date and writes down the carrying amount of MAT credit Entitlement to the extent there is no
     longer convincing evidence to the effect that company will pay normal Income Tax during the specified period.


                                                           33
     m) PROVISIONS:
        A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable
        that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can
        be made. Provisions are not discounted to its present value and are determined based on best management
        estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet
        date and adjusted to reflect the current management estimates.

     n) IMPAIRMENT OF FIXED ASSETS
        Consideration is given at each balance sheet date to determine whether there is any indication of impairment of
        the carrying amount of the Company’s fixed assets. If any indication exists, an asset’s recoverable amount is
        estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable
        amount. The recoverable amount is greater of the net selling price and the value in use. In assessing value in use,
        the estimated future cash flows are discounted to their present value based on an appropriate discount factor.
         Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment
         losses recognized for the asset no longer exist or have decreased. However, the increase in carrying amount of
         an asset due to reversal of an impairment loss is recognized to the extent it does not exceed the carrying
         amount that would have been determined (net of depreciation) had no impairment loss been recognized for the
         asset in prior years.

     o) INTANGIBLE ASSETS
        Intellectual Property rights: Costs relating to intellectual property rights which are acquired are capitalized
        and amortised on a straight-line basis over their estimated useful lives or ten years whichever is lower.
         Research and Development Costs: Research & development costs which relate to the design and testing of
         new or improved materials, products or processes which are recognized as an intangible asset to the extent that
         it is expected that such assets will generate future economic benefits. Research and development expenditure
         of a capital nature is added to fixed assets. Development costs carried forward is amortised over the period of
         expected future sales from the related project, not exceeding five years.
         The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use,
         and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.
         Research and development costs, incurred for development of products are expensed as incurred,

     p) EARNINGS PER SHARE (EPS):
        Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity
        shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
        equity shares outstanding during the year. For the purpose of calculating Diluted Earning per Share, the net
        profit or loss for the year attributable to equity shareholders and the weighted average number of shares
        outstanding during the year are adjusted for the effects of all dilutive potential Equity Shares.

NOTES TO ACCOUNTS
1. The Company had approved its annual financial statements for the year ended 31.3.2009 in the Board of Directors
   Meeting held on 30th June,2009. The auditors also submitted their auditors report of even date. The Board of
   Directors in their meeting held on 29th July,2009 reviewed and revised the financial statement to recommend dividend
   on equity shares for the year ended 31.3.2009. The auditors have also submitted their report of even date on the
   said financial statements.
2.   (A) Contingent liabilities not provided for in respect of :                                             (Rs. in Lacs)
           PARTICULARS                                                                  Current Year      Previous Year
           a)   Unexpired Bank guarantees                                                      394.20              86.38
           b)   Suspension period wages under dispute                                           38.34              35.09
           c)   Disputed demand of Income Tax                                                   64.60              64.60
           d)   Trade Tax/Sales Tax demand under appeal                                         51.42              42.24
           e)   Excise Duty Under Protest                                                       70.84              70.84


                                                            34
                                                                                        HALONIX LIMITED

     (B) The Company carries an export obligation of Rs. 1343.62 Lacs (previous year Rs. 1674.64 Lacs) under Export
         Promotion Capital Goods scheme towards import of plant and machinery to be fulfilled by June 2012.
3.   Outstanding Commitment of capital contracts Rs. 2243.30 Lacs (P.Y.Rs. 833.06 Lacs) net of advances.
4.   The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves
     under the Micro Small Medium Enterprises Development Act, 2006 (MSMED Act,2006). Based on the information
     available with the Company. The Details of dues to Micro, small and Medium Enterprise as per MSMED Act, 2006
     are as under:-
                                                                                                      (Rs. in Lacs)
     PARTICULARS                                                                     Current Year    Previous Year
     i)    The Principal amount and the interest due thereon remaining unpaid
           to any supplier as at the end of year
           Principal Amount Unpaid:                                                        102.21             34.99
           Interest Due                                                                      0.02                —
     ii)   The amount of interest paid by the buyer in terms of section 16, of the
           Micro, Small and Medium Enterprise Development Act, 2006 along with
           the amounts of the payment made to the supplier
           beyond the appointed day during the year:
           Payment made beyond the Appointed Date :                                          1.99                 —
           Interest Paid beyond the Appointed Date :                                           —                  —
     iii) The amount of interest due and payable for the period of delay                       —                  —
          in making payment(which have been paid but beyond the appointed
          day during the year) but without adding the interest specified under
          Micro, Small and Medium Enterprise Development Act, 2006.
     iv) The amount of interest accrued and remaining unpaid at the end                      0.02                 —
         of the year; and
     v)    The amount of further interest remaining due and payable even
           in the succeeding years, until such date when the interest dues
           as above are actually paid to the small enterprises for the purpose
           of disallowance as a deductible expenditure under section 23 of
           the Micro, Small and Medium Enterprise Development Act, 2006.

5.   Secured Loans installments falling due within next 12 months Rs. 2800 Lacs (Previous Year Rs. 175.03 Lacs)
6.   As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Hon’ble
     Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 131.60 Lacs equity
     shares of face value of Rs.10/- each aggregating to Rs.1,316 Lacs into 13.16 Lacs Redeemable Preference Shares
     of Rs.100/- each aggregating to Rs. 1,316 Lacs. Redeemable Preference Shares will not carry any dividend right.
     Out of this 7.66 Lacs redeemable preference shares will be redeemed at par after 31st March, 2007 and 5.50 Lacs
     redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as the board of directors
     may determine after Preference Shares held by Industrial Development Bank of India Limited have been redeemed
     in full and their liabilities have been fully discharged.

7.   Employee Benefits:
     a)    Contribution to Provident Fund:
           Amount of Rs. 263.41 Lacs (P.Y. Rs.186.27 Lacs) is recognized as an expense & included in Payment and
           Benefits to employees (Refer Schedule – 17) in the Profit & Loss account.




                                                             35
b)   The following table sets out the status of the gratuity scheme plan as at 31st March, 2009.
                                                                                                        (Rs. in Lacs)
       PARTICULARS                                                                    March 31 ,   st
                                                                                                        March 31st,
                                                                                           2009              2008
       I.    Changes in Present Value of Obligations during the year
             01.04.2008 to 31.03.2009
             Present Value of Obligation as at the beginning of the period                 339.66           344.30
             Acquisition adjustment                                                                –              –
             Interest Cost                                                                  27.17            27.54
             Past Service Cost                                                                     –              –
             Current Service Cost                                                           47.58            45.96
             Curtailment Cost / (Credit)                                                           –              –
             Settlement Cost / (Credit)                                                            –              –
             Benefit Paid                                                                  (54.42)          (44.09)
             Actuarial (gain)/ loss on obligations                                         (88.69)          (34.06)
             Present Value of Obligation as at the end of the period on                    271.31           339.66
       II.   Changes in the Fair value of Plan Assets during the
             year 01.04.2008 to 31.03.2009
             Fair Value of Plan Assets at the beginning of the period                      127.44           158.03
             Acquisition Adjustments                                                               –              –
             Expected Return on Plan Assets                                                 11.79            14.22
             Contributions                                                                  25.00               NIL
             Benefits Paid                                                                 (54.42)          (44.09)
             Actuarial Gain /( loss) on Plan Assets                                         (2.58)           (0.73)
             Fair Value of Plan Assets at the end of the period on 31.03.2009              107.24           127.44
       III. Actuarial gain / loss recognized for the
            year 01.04.2008 to 31.03.2009
             Actuarial gain/(loss) for the period – Obligation                              88.69            34.06
             Actuarial (gain)/loss for the period - Plan Assets                              2.58              0.73
             Total (gain) / loss for the period                                            (86.12)          (33.33)
             Actuarial (gain) / loss recognized in the period                              (86.12)          (33.33)
             Unrecognized actuarial (gains) / losses at the end of period                          –              –
       IV. The amounts recognized in Balance Sheet and
           Statements of Profit and Loss
             Present Value of Obligation as at the end of the period                       271.31           339.66
             Fair Value of Plan Assets as at the end of the period                         107.24           127.44
             Funded Status                                                               (164.07)          (212.22)
             Unrecognized Actuarial (gains) / losses                                                –             –
             Unrecognized Past Service Cost (Non Vested Benefits)                                   –             –
             Net Liability Recognized in Balance Sheet                                     164.07           212.22




                                                          36
                                                                                           HALONIX LIMITED

                                                                                                         (Rs. in Lacs)
          PARTICULARS                                                                      March 31st,   March 31st,
                                                                                                2009          2008
          V. Expense recognized in the statement of Profit and Loss
             for the year 01.04.2008 To 31.03.2009
              Current Service Cost                                                              47.58          45.96
              Past Service Cost                                                                     –               –
              Interest Cost                                                                     27.17          27.54
              Expected Return on Plan Assets                                                   (11.79)        (14.22)
              Curtailment Cost / (Credit)                                                           –               –
              Settlement Cost / (Credit)                                                            –               –
              Net actuarial (gain)/ loss recognized in the period                              (86.12)        (33.33)
              Expenses Recognized in the statement of Profit & Loss                            (23.15)         25.95
          VI. Assumptions:
              Discount Rate:                                                                   7.80%          8.00%
              Rate of increase in Compensation levels:                                         6.00%          7.50%
              Rate of Return on Plan Assets:                                                   9.25%          9.25%
              Average Outstanding Service of Employees up to Retirement:                       32 yrs          30 yrs
         VII. The Company’s Gratuity fund is managed by Life Insurance Corporation of India . The plan assets under
              the fund are deposited under approved securities.
    C). Performance incentive of Managing Director is to be provided as & when it is decided in the board, and for the
        employee as & when it is decided by the management.
8. Sales includes sale of scrap of Rs. 86.21 Lacs (Previous year Rs. 54.67 Lacs)
9. The Company has formed a wholly owned subsidiary company by the name “Halonix Technologies Limited” on
    02/03/2009 and obtained a Certificate of Commencement of Business w.e.f. 27/03/2009. During the period the
    subsidiary Company has neither carried out any activity nor prepared the financial statement for the period ending
    31/03/2009. Therefore the accounts for the subsidiary company has not been facilitated.
10. Research and Development
    During the year, the company has developed “OUTPUT FEEDBACK PASSIVE POWER FACTOR CORRECTION “.
    The expenditure incurred for the research and development of the product amounting to Rs. 598.89 Lacs has been
    capitalized. The management is of the view that :-
    a. there is a reasonable indication that current and future research and development costs to be incurred on the
        project together with expected production, selling and administrations costs are likely to be more than covered
        by future revenues/benefits and
    b. the management of the enterprise has indicated its intention to produce and market, or use the product or
        process.
    c. Adequate resources exist, or are reasonably expected to be available to complete the project and market the
        product or process.
                                                                                                          (Rs. in Lacs)
          Intangible Assets          Opening Balance      Additions during       Amortisation      Closing Balances
                                     as at 01/04/2008        the year           during the year     as at 31/03/2009
          Research under                     –                  598.89                 –                 598.89
          Development and
          Commercialisation
        The Company has applied for the Patent vide application no. 1021/DEL/2009 dated 19/05/2009.


                                                          37
11. The Company has taken various residential, office and warehouse premises under operating lease agreements.
    These are generally not non cancelable and are renewable by mutually agreed terms. There are no restrictions
    imposed by Lease Agreement. There are no subleases.
                                                                                                  (Rs. in Lacs)
                                                                                            Lease Payment
      PARTICULARS
                                                                                         2008-09           2007-08
      Total Lease payment for the year                                                     107.30             52.83
      (Recongised in Profit and Loss Account)
      Minimum Lease Payments
      Not later than one year                                                               77.85             55.51
      Later than one year but not later than five years                                    226.67            102.05
      Later than five years                                                                198.66            224.17

12. Disclosure required by Accounting Standard (AS-29) relating to ‘Provisions, Contingent Liabilities and Contingent
    Assets.
    The provisions are recognized on the basis of past events and the probable settlement of the present obligation as
    a result of the past events during the year.
    The movement in provisions are as under:                                                            (Rs. in Lacs)
                                                                                         Current          Previous
      PARTICULARS
                                                                                           Year               Year
    Carrying amount at the beginning of the year                                               —                 —
    Addition provisions made during the year                                               419.80                —
    Amount used during the year                                                                —                 —
    Unused amounts reversed during the year                                                    —                 —
    Carrying amount of provisions at the closing of the year                               419.80                —

13. DEFERRED TAX LIABILITIES /(ASSETS)
    The break-up of the Deferred Tax Liabilities/(Assets) is as under:                                  (Rs. in Lacs)
                                                                                           As At             As At
      PARTICULARS
                                                                                      31.03.2009        31.03.2008
    Deferred Tax Liability
    Timing difference on account of depreciation                                           818.36            739.11
    (Difference as per books & as per Income Tax Act)
                                                                    Total                  818.36            739.11

    Deferred Tax Assets
    On account of Disallowance u/s 43B                                                     147.50             72.47
    Provision                                                                              252.53            120.94
                                                                    Total                  400.03            193.41
    Net deferred Tax liabilities                                                           418.33            545.70
    Net Deferred Tax Liabilities / (Assets) for the year                                 (127.37)             (1.63)

14. SEGMENT REPORTING
    The Company operates into single business segments, namely Electrical Lamps Segment. Therefore, the information
    pursuant to Accounting Standard – 17 Segment Reporting is not applicable.




                                                           38
                                                                                                    HALONIX LIMITED

15. EARNING PER SHARE ( EPS)                                                                                      (Figure in Lacs)
                                    PARTICULARS                                                 Current Year      Previous Year
         (a) Net profit after tax available for equity share holders                                     162.77             4800.38
         (b) Weighted average number of Equity shares                                                    280.19              280.19
         (c) Basic /Diluted Earning per share (Rs.)                                                        0.58                17.13
             (Nominal value Rs. 10/- per share)
16. RELATED PARTY DISCLOSURE
   a)     List of related parties with whom transactions have taken place during the year is as under:
          Nature of Relationship                         Name of the Person
          i) Subsidaries                                 Halonix Technologies Limited (Ownership 100%)
          ii) Common Control                             Argon South Asia Limited
          iii) Holding Company                           Argon India Limited
          iv) Key Management personnel                   Mr. Rajiv Prasad
   b)     Related Party Transactions                                                                                     (Rs. in Lacs)
            Nature of transaction                  Subsidiary     Holding     Common            Key         Relatives         Total
                                                   Company       Company       Control      Management       of Key
                                                                                             Personnel     Management
                                                                                                            Personnel
            Transaction during the year
            i)   Investment                                  5          (–)           (–)          (–)             (–)                  5
                                                           (–)          (–)           (–)          (–)             (–)                (–)
            ii) Managerial Remuneration                      –            –             –       192.41               –          192.41
                                                           (–)          (–)           (–)     (165.70)             (–)        (165.70)
            iii) Dividend Paid                               –       592.31       148.07             –               –          740.38
                                                           (–)     (444.23)     (111.06)        (1.04)             (–)        (556.33)
            Balances outstanding at the year end
            i)   Investment                                  5          (–)           (–)          (–)             (–)                  5
                                                           (–)          (–)           (–)          (–)             (–)                (–)
            ii) Equity Contribution                          –            –            –             –               –                –
                                                           (–)   (1,480.77)     (370.19)           (–)             (–)       (1,850.96)
            iii) Managerial Remuneration Payable             –            –             –         2.44               –             2.44
                                                           (–)          (–)           (–)       (3.60)             (–)           (3.60)

   i)     Previous year figures are given in brackets
   ii)    No amount has been written off or provided for in respect of transactions with the related parties.

17. DERIVATIVE INSTRUMENT AND UNHEDGED FOREIGN CURRENCY EXPOSURE.
   Particulars of unhedged Foreign Currency exposure as at the balance sheet date:-                                      (Rs. in Lacs)
   PARTICULARS                                                           Foreign Currency       Current Year      Previous Year
   Import Creditors                                                              JY                       15.05                 8.81
   Import Creditors                                                            EURO                        1.10                 0.80
   Import Creditors                                                             USD                       10.16                 7.74
   Export Debtors                                                              EURO                       43.70                54.11
   Export Debtors                                                               USD                       24.93                19.33




                                                                   39
18. MANAGERIAL REMUNERATION*                                                                                (Rs. in Lacs)
                                PARTICULARS                                            Current Year     Previous Year
   Managerial Remuneration u/s 198 of Companies Act, 1956
   (included under various heads of Accounts of Profit & Loss account)
   Salary                                                                                     103.50              99.59
   Performance Incentives                                                                      54.22                 —
   Perquisites                                                                                 22.27              54.16
   Contribution to Provident Fund                                                              12.42              11.95
   Commission                                                                                     —                  —
                                                                                              192.41             165.70
   Director’s Sitting Fees                                                                      1.72               1.90
   Total                                                                                      194.13             167.60
   Notes:
   1.    Provision for contribution to employee benefits which are based on actuarial valuation done on an overall Company
         basis are excluded from above.
   2.    As per resolution approved by the share holder in Annual General Meeting held on 31.12.2008 Managing
         Director is entitle to receive performance incentive up to a maximum of 75% of salary based on evaluation of
         performance on an annual basis. The incentive liability is accounted for on approval by the Board of Directors.
   *Computation of net profits in accordance with Section 198 of the Companies Act, 1956 and the commission payable
   to directors.
                                                                                                      (Rs. in Lacs)
                                PARTICULARS                                            Current Year     Previous Year
   Net profit before tax                                                                      321.74           5,193.15
   Add:
   Director’s Remuneration                                                                    192.41             165.70
   Directors’ Sitting Fees                                                                      1.72                1.90
   Loss on sale of fixed assets                                                                 2.12               42.41
   Provision for doubtful debts                                                               159.45             134.42
   Net Profit as per Section 198 of the Companies Act, 1956                                   677.44           5,537.58
   Maximum permissible remuneration to the Directors                                           33.87             553.76
   Excess remuneration paid during the year amounting to Rs. 158.54 Lacs to M.D subject to Central Govt. approval.

19. AUDITOR’S REMUNERATION:                                                                                 (Rs. in Lacs)
                                PARTICULARS                                            Current Year      Previous Year
   i)    Statutory Auditor
         a)      As Auditor’s                                                                   8.74                8.50
         b)      Other Capacity
                 — Tax Audit                                                                    2.21                1.50
                 — Certification & other matters                                                3.31                2.65
                 — Out of Pocket Expenses                                                       0.80                0.35
   ii)   Cost Auditor fee                                                                       0.75                0.50
         Total                                                                                 15.81               13.50



                                                            40
                                                                                             HALONIX LIMITED

20. Additional information pursuant to the provisions of para 3, 4C & 4D of Part II of Schedule VI of the Companies
    Act, 1956 (As Certified by the Management) :
    a)   Details of Capacity and Production                                                                 (Figure in Lacs)
                                                Licenced Capacity*            Installed Capacity     Actual Production
         Class of Goods                Unit     Current Previous             Current Previous        Current   Previous
                                                 Year      Year                Year       Year        Year       Year
         Electric Lamps                Pcs.       N.A.           N.A.        1,270.08     1,017.12   838.28           791.97
         * Since been delicensed

    b) Raw Material Consumed                                                                                (Figure in Lacs)
                                                       QUANTITY                                  AMOUNT (Rs.)
         Items                     Unit
                                              Current Year  Previous Year                  Current Year Previous Year
         Tungsten Filament          Pcs            698.37                   597.38              875.58               768.16
         Lead in Wire               Pcs          1,013.63                   630.00              172.21               196.45
         Moly Shield                Pcs            289.02                   253.65              863.78               906.13
         Lamp Base Parts            Pcs            283.52               2,320.15              3,909.03              4,425.12
         Others                     Pcs                                                      17,552.73             14,078.64

    c)   Particulars in respect of goods dealt with by the Company                                          (Figure in Lacs)
                                                  Opening Stock                        Sales              Closing Stock
         Class of Goods                           Qty      Value               Qty          Value         Qty      Value
                                                 (Pcs.)     (Rs.)             (Pcs.)         (Rs.)       (Pcs.)     (Rs.)
         Electric Lamps                          35.86          1,449.10      825.50   40,047.50          48.64       1,730.90
                                                (44.44)        (1,220.44)    (800.55) (37,449.48)        (35.86)     (1,449.10)

    d) Value of imported and indigenous Raw Material and Stores & Spares Consumed                           (Figure in Lacs)
                                                     CURRENT YEAR                               PREVIOUS YEAR
         Items
                                               Value (Rs.)  Percentage (%)                  Value (Rs.) Percentage (%)
         Raw Material
         Imported                               10,783.95                   46.14            8,636.67                42.39
         Indigenous                             12,589.40                   53.86           11,737.83                57.61
                                                23,373.35                100.00             20,374.50               100.00

         Spare Parts
         Imported                                  210.28                   35.88              107.16                14.44
         Indigenous                                375.85                   64.12              634.96                85.56
                                                   586.13                100.00                742.12               100.00
         Packing Material,Consumables &
         Others
         Imported                                    45.11                   1.27              231.81                 6.50
         Indigenous                              3,506.05                   98.73            3,334.28                93.50
                                                 3,551.16                100.00              3,566.09               100.00




                                                          41
    e)   Particulars of goods for resale                                                                          (Figure in Lacs)
                              Opening Stock            Purchases                      Sales                 Closing Stock
         Class of Goods      Qty      Value           Qty     Value              Qty          Value         Qty       Value
                            (Pcs.)    (Rs.)          (Pcs.)    (Rs.)            (Pcs.)        (Rs.)        (Pcs.)     (Rs.)
         Electric Lamps        0.61         30.92     25.29         1,702.91      14.06       5,198.30          11.84        1,436.18
                             (0.14)         (2.09)    (1.05)          (58.35)     (0.58)        (35.27)         (0.61)         (30.92)
         Electronic Items     0.009          63.54   0.00005            0.34    0.00002          0.001        0.009             63.75
                            (0.009)        (64.86)      (–)             (–)     (0.0002)       (0.004)      (0.009)           (63.54)
                                                                                                                         (Rs. in Lacs)
                                 PARTICULARS                                               Current Year            Previous Year
  f)     (I) Value of Imports on CIF Basis
             i) Raw Material & Gases                                                            14,377.29                  11,923.84
             ii) Spare Parts/Consumable                                                            778.13                     190.72
             iii) Capital Goods                                                                    767.94                     860.08
         II) Expenditure in Foreign Currency (Payment Basis)
             i) Foreign Travel                                                                         20.15                   22.49
             ii) Exhibition Expenses                                                                    0.10                    2.84
             iii) Professional Fees                                                                     3.53                    5.16
             iv) Selling commission                                                                    43.12                   25.93
             v) Others                                                                                 36.37                  177.58
  g)     Earning in Foreign Currency FOB Value of Exports                                                                (Rs. in Lacs)
                                 PARTICULARS                                               Current Year            Previous Year
         FOB Value of Exports                                                                    9,925.24                   8,624.68


21. Net Dividend Remitted in Foreign Currency                                                                     (Figure in Lacs)
                                 PARTICULARS                                               Current Year            Previous Year
    a)   Number of Non Resident Shareholders                                                            1.12                     0.85
    b)   Equity Shares held by them (Nos.)                                                            193.84                  191.22
    c)   Amount of Dividend Remitted (Rs.)                                                            775.38                  573.66
    d)   Tax Deducted at Source (Rs.)                                                                     NIL                     NIL
    e)   Year to Which dividend relates                                                           2007-08                   2006-07
22. Previous year figures have been regrouped /rearranged wherever considered necessary.




                                                               42
                                                                                              HALONIX LIMITED

23. Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956.
    BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

(a) Registration Details
    Registration No.                           1 2 9 4 4                State Code                                        20
    Balance Sheet Date              31    03     2 0 0 9

(b) Capital Raised during the year (Rs. in Lacs)
    Public Issue        N I L   Rights Issue     N I L            Bonus Issue    N I L        Private Placement   N I L
                                                                                              (Excluding Premium)

(c) Position of Mobilisation and deployment of Funds (Rs. in Lacs)
    Total Liabilities                          2 8 7 4 2 . 4 4          Total Assets                       2 8 7 4 2 . 4 4
    Sources of Funds
    Paid up Capital                              4 1 1 7 . 9 3          Reserves & Surplus                 1 1 3 9 9 . 0 9

    Secured Loans                              1 2 8 0 7 . 0 9          Unsecured Loans                                    0
    Deferred Tax Liability                        4 1 8 . 3 3

    Application of Funds
    Net Fixed Assets                           1 2 2 6 1 . 0 4

    Net Current Assets                         1 6 4 7 6 . 4 0          Investments                                        5

(d) Performance of Company (Amount in Rs. Lacs)
    Turnover                                   4 0 1 3 3 . 7 1          Total Expenditure                  3 9 9 4 7 . 1 2

    Other Income                                  1 3 5 . 1 6

    Profit Before Tax                              3 2 1 . 7 5          Profit After Tax                       1 6 2 . 7 7

    Earning per share in Rs.                          0 . 5 8           Dividend Rate %
                                                                        on Preference Shares                          N I L
                                                                        on Equity Shares                                   4

(e) Generic Names of Principal Products/services of Company (As per monetary terms)
    Item Code No. (ITC Code)                      8 5 3 9 2 1           Product Description                 Electric Lamps



                                               As per our report of even date
                                           For ARUN K. GUPTA & ASSOCIATES                      RAJ KRISHAN SAHGAL
                                                  Chartered Accountants                              Chairman


Place : Noida                                    GIREESH KUMAR GOENKA                              RAJIV PRASAD
Date : 29.07.2009                                  Partner (M. No. 096655)                        Managing Director




                                                             43
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009                                                (Rs. in Lacs)
                                                                                     Year Ended      Year Ended
PARTICULARS
                                                                                     31.03.2009      31.03.2008
A. CASH FLOW FROM OPERATING ACTIVITIES
   Net Profit before tax & Prior period adjustments                                       581.91         5,200.30
   Adjustments for :
       Depreciation                                                                     1,143.83         1,111.02
       Interest paid                                                                    1,469.46           638.03
       Interest received                                                                 (135.16)           (8.41)
       Special Incentive to Employees                                                    (352.52)         (519.28)
       Loss on sale of Fixed assets                                                         2.12            42.41
       Provision for dimunition in value of investment                                      –                0.20
       Previous Year Expenses                                                            (260.16)           (7.14)
       Provisions                                                                         825.55           171.10
   Operating Profit Before Working Capital Changes                                      3,275.03         6,628.23
   Adjustments for :
       Trade and other Receivables                                                      1,589.19        (4,184.50)
       Inventories                                                                     (2,412.12)       (5,087.95)
       Trade Payables                                                                     741.87         2,268.40
   Cash Generated from Operations                                                       3,193.97          (375.82)
       Direct taxes paid                                                                 (321.63)         (451.63)
    Net Cash from Operating Activities                                                  2,872.34          (827.45)
B. CASH FLOW FROM INVESTING ACTIVITIES
      Purchase of fixed assets                                                         (2,076.95)       (3,005.73)
      Sale of fixed assets                                                                  0.24            45.45
      Purchase of investments                                                              (5.00)            –
      Interest received                                                                   135.16             8.41
   Net cash from investing activities                                                  (1,946.55)       (2,951.87)
C. CASH FLOW FORM FINANCING ACTIVITIES
       Proceeds from Short term borrowings (Net)                                        1,476.31         6,335.49
       Proceeds from Long term borrowings                                               1,018.37             –
       Repayment of Long term Loan                                                       (175.03)         (945.51)
       Interest paid                                                                   (1,469.46)         (638.03)
       Equity dividend & dividend tax                                                  (1,311.25)         (983.43)
    Net cash from financing activities                                                   (461.06)        3,768.52
D. NET INCREASE IN CASH AND CASH EQUIVALENTS                                              464.73           (10.79)
   Cash and cash equivalents (Opening balance)                                            256.72           267.50
   (Includes Dividend A/c Rs. 204.46 Lacs & FDR(pledged) Rs. 30.92 Lacs
   Cash and cash equivalents (Closing balance)                                            721.45           256.71
   (Includes Dividend A/c Rs.307.66 Lacs & FDR (pledged) Rs. 85.22 Lacs
Note :-   1.   The cash flow statement has been prepared under the indirect method as set out in Accounting Standard
               - 3 on cash flow statements issued by the Institute of Chartered Accountants of India.
          2.   Negative figures have been shown in brackets.

                                              As per our report of even date
                                          For ARUN K. GUPTA & ASSOCIATES                RAJ KRISHAN SAHGAL
                                                 Chartered Accountants                        Chairman


Place : Noida                                 GIREESH KUMAR GOENKA                          RAJIV PRASAD
Date : 29.07.2009                               Partner (M. No. 096655)                    Managing Director



                                                         44
                                                                        HALONIX LIMITED
                                               (formerly known as Phoenix Lamps Limited)
                           Regd. Office : 59-A, NSEZ, Phase-II, Noida, District Gautam Budh Nagar, U.P. - 201 305

                                                                                              PROXY

Folio No./ DP ID. & Client ID. :-

I/We ....................................................................................................................................................... of ......................................
........................................................................................................................ being a member of Halonix Limited (Formerly
known as Phoenix Lamps Limited), hereby appoint .......................................................................................................................
of ............................................................................................................................................................................ or failing him
.................................................................. of ...................................................................................................................................
as my/our proxy to attend and vote on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held on
Tuesday, the 8th day of September, 2009 at 10:00 A.M. and at any adjournment thereof.

Signed this ........................................ day of ........................ 2009.                                                                                                 Affix
                                                                                                                                                                                         Rupee 1/-
                                                                                                                                                                                         Revenue
                                                                                                                                                           Signature                      Stamp


Note : The Proxy must be returned so as to reach at the Registered Office of the Company not less than Forty Eight hours
       before the time of holding the aforesaid meeting.



                                                                                            Tear Here


                                                                        HALONIX LIMITED
                                               (formerly known as Phoenix Lamps Limited)
                           Regd. Office : 59-A, NSEZ, Phase-II, Noida, District Gautam Budh Nagar, U.P. - 201 305

                                                                                   ATTENDANCE SLIP

PLEASE FILL IN THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Joint Shareholders may obtain additional slip on request.

PARTICULARS OF THE SHAREHOLDER / PROXY

Name :

Address :

Folio No./ DP ID. & Client ID. :-

I hereby record my presence at the Eighteenth Annual General Meeting of the Company being held on Tuesday, the 8th day
of September, 2009 at 10:00 A.M. at 59-A, NSEZ, Noida Phase-II, Distt. Gautam Budh Nagar, U.P. - 201 305.




                                                                                                                       (SIGNATURE OF THE SHAREHOLDER/PROXY)
                                                         BOARD OF DIRECTORS
                                  Mr. Raj Krishan Sahgal                                —          Chairman
                                  Mr. Rajiv Prasad                                      —          Managing Director
                                  Mr. Steven Mark Enderby                               —          Director
                                  Mr. Jayant Davar                                      —          Director
                                  Mr. Gurdeep Singh                                     —          Director
                                  Mr. Ganapati Rathinam                                 —          Director
                                  Mr. Girija Shankar Tripathy                           —          Director

                                                                         AUDITORS
                                                        M/s. Arun K. Gupta & Associates
                                                    D-58, East of Kailash, New Delhi - 110 065


                                                           SECRETARIAL AUDITORS
                                                      M/s. Chandrasekaran Associates
                                            11-F, Pocket-IV, Mayur Vihar Phase-I, Delhi - 110 091


                                                               INTERNAL AUDITORS
                                                           M/s. Ernst & Young Pvt. Ltd.
                                                         Golf View Corporate Tower - B,
                                                    Sector-42, Sector Road, Gurgaon - 122 002


                                                               REGISTERED OFFICE
                                                  59-A, Noida Special Economic Zone,
                                         Noida Phase-II, Distt. Gautam Budh Nagar, U.P. - 201 305



                                                                        I N D E X
CONTENTS                                                                                                                                               PAGE NO.

Notice of AGM ........................................................................................................................................................ 1
Directors’ Report .................................................................................................................................................... 4
Report on Corporate Governance ........................................................................................................................ 11
Auditors’ Report .................................................................................................................................................... 21
Balance Sheet ...................................................................................................................................................... 24
Profit & Loss Account ........................................................................................................................................... 25
Balance Sheet Abstract & Company’s General Business Profile ......................................................................... 43
Cash Flow Statement ........................................................................................................................................... 44

				
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posted:7/13/2011
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Description: Private Equity Sandhar document sample