DIRECTORS
To,
The Members,
Your Directors are pleased to present the 15th Annual Report and the audited accounts
for the financial year ended 31st March, 2012.
Financial Result
(Rs. in Cr.)
|
Year Ended |
Year Ended |
| Particulars |
31/03/2012 |
31/03/2011 |
| Profit before Depreciation and Amortisation Expenses, Finance Costs and Tax
Expenses |
291.85 |
244.49 |
| Less: Finance Costs |
121.32 |
83.27 |
| Depreciation and Amortisation Expenses |
20.05 |
17.99 |
| Profit before Tax |
150.48 |
143.23 |
| Less: Current Tax |
50.00 |
49.00 |
| Deferred Tax |
(3.06) |
(0.19) |
| Short provision of current tax relating to earlier year |
- |
0.07 |
| Profit for the year |
103.55 |
94.35 |
| Add: Balance in Profit and Loss Account |
312.15 |
236.05 |
|
415.70 |
330.40 |
| Less Appropriation: |
|
|
| General Reserve |
11.00 |
9.60 |
| Proposed Dividend on Equity Shares |
7.41 |
7.41 |
| Distribution tax on dividend |
1.20 |
1.23 |
| Closing Balance |
396.09 |
312.15 |
RESULTS OF OPERATIONS
Financial Year 2011-12 was a challenging year. The global economy barely a year after
recession, witnessed lower economic growth. The European Economies stagnated and the US
witnessed a downgrade in its credit rating, while the growth engines of a global economy,
China and India were forced to tighten liquidity to tame rising inflation. In addition,
civil unrest in Libya and tsunami in Japan posed further challenges. Despite these
constraints and challenging environment, the Company performed well. Your company`s strong
order book and execution capabilities can be visualized by noticing an overall strong
growth in terms of turnover and profitability. The highlights of the performance are as
under :
• Revenue from operations increased by 15.95% to Rs. 1975.57 cr .
• PBDIT increased by 19.37% to Rs. 291.85 cr.
• Profit Before Tax increased by 5.06% to Rs. 150.48 cr.
• Net Profit increased by 9.76% to Rs. 103.55 cr.
DIVIDEND:
Your Directors have recommended a dividend of Re. 1.00 per equity share of Rs. 2.00
(last year Re. 1.00 per equity share) for the financial year ended 31st March, 2012,
amounting to Rs. 8.61 crore ( inclusive of tax of Rs. 1.26 crore) . Considering the
present market scenario, The Company would like to maintain the same dividend. The
dividend will be paid to members whose names appear in the Register of Members as on 21st
September, 2012; in respect of shares held in dematerialized form, it will be paid to
members whose names are furnished by National Securities Depository Limited and Central
Depository Services ( India ) Limited, as beneficial owners as on that date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Management`s Discussion and Analysis Report for the year under review, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented
in a separate section forming part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT :
In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements
read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27
on Financial Reporting of Interest in Joint Ventures, The Audited Consolidated Financial
Statements are provided in the Annual Report.
SUBSIDIARIES:
In accordance with the general circular No.2/1011 dated 8th February, 2011, issued by
the Ministry of Corporate Affairs, Government of India, The Balance Sheet, Profit &
Loss Account, and other documents of the subsidiary companies are not attached with the
balance Sheet of the Company . However, financial information of the subsidiary companies
is disclosed in the Annual Report in compliance with the said circular. The Company will
be made available the Annual Accounts of the subsidiary companies and the related detailed
information to any members of the Company who may be interested in obtaining the same. The
Annual Account of the subsidiary companies will also be kept open for inspection at the
Registered Office of the Company and that of the respective subsidiary companies. The
Consolidated Financial Statements presented by The Company include the financial results
of its subsidiary companies.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits covered under Section 58A of the
Companies Act, 1956.
DIRECTORS:
Shri Anil Joshi and Shri Girish Gokhale, Directors, retires by rotation, and being
eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Your
Directors recommend the re-appointment of the aforesaid Directors.
DIRECTORS` RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,with
respect to Directors responsibility Statement, it is hereby confirm that:
• In the preparation of the annual accounts for the year ended 31st March 2012,
applicable accounting standards read with requirements set out under Schedule VI to the
Companies Act, 1956,have been followed and there are no material departure from the same.
• The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of The Company as at 31st March, 2012
and of the profit of The Company for the year ended on that date;
• The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of The Companies Act,1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
• The Directors had prepared the annual accounts of The Company on a "going
concern" basis.
AUDITORS:
M/s C.B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment.
The Company has received letter from M/s C.B. Chhajed & Co; to the effect that
their re-appointment, if made would be within the prescribed limits under section 224(1B)
of The Companies Act, 1956 and that they are not disqualified for re-appointment within
the meaning of section 226 of the said Act.
The Notes on Financial Statements referred to in the Auditors are self-explanatory and
do not call for any further comments.
PARTICULARS OF EMPLOYEES :
In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the
Companies ( Particulars of Employees) Rules, 1975 as amended, the names and other
particulars of the employees are set out in the annexure to the Directors` Report. Having
regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining such particulars may write to
the Company Secretary at the Registered Office of the Company.
ENVIRONMENT AND SAFETY MEASURES :
In line with the global trend and company`s policy, the thrust for environment,
occupational health and safety issues (EOHS) was sustained, with recognition from various
Governmental and nongovernmental organizations, and appreciation from local populace. ISO
9001 Quality Management System is in place since 2000. The ISO 14001, Environment
Management System and OHSAS 18001, Occupational Health & Safety Management System are
successfully implemented. The three management systems (Quality, Environment and
Occupational Health) were integrated and the Integrated Management System is now in
practice. Various Environmental programs and Risk reduction programs were taken up.
TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956 there is no
relevant amounts which remained unpaid or unclaimed for a period of 7 years and which
required to be transferred by the Company to the Investors Education and Protection Fund.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to the Conservation of Energy, Technology Observation, Foreign
Exchange Earnings, outgo as required to be disclosed under Section 217 (1)(e) of the
Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 are provided in Annexure – I to this Report.
CORPORATE GOVERNANCE :
The Company is committed to maintain the highest standard of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI.
The Report on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance with
the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is
attached to this Report.
ACKNOWLEDGMENT :
Your Directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks,Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
executives, staff and workers of the Company.
For and on behalf of the Board of Directors,
Kishore Avarsekar
Chairman and Managing Director
Abhijit Avarsekar
Vice Chairman and Managing Director
Date: 30/05/2012
Place: Mumbai
ANNEXURE TO THE DIRECTORS` REPORT
Disclosure of particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the
Report of the Board of Directors for the year ended 31st, March 2012.
Conservation of energy:
Conservation of energy is undertaken by the Company for achieving cost reduction, in
all areas, wherever possible. Conservation of electricity, fuel and power consumption
receives the Management`s focus on a continuous basis. Energy-efficient equipment and
motors are procured to meet the same purpose.
Research and development and technology absorption
There is a constant effort to develop innovative techniques in-house. These are
implemented continuously in the Company`s operations.
Foreign exchange earnings and outgo
Information regarding foreign exchange earnings and outgo is contained in the note 5( c
) and 5 ( d ) of Schedule 14B forming part of the accounts.
For and on behalf of the Board of Directors,
Kishore Avarsekar
Chairman and Managing Director
Abhijit Avarsekar
Vice Chairman and Managing Director
Date: 30/05/2012
Place: Mumbai
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