The directors have pleasure in presenting the ninth annual report and the audited
accounts for the financial year ended 31st March 2013.
|2. FINANCIAL HIGHLIGHTS
||Rs. in lakhs
|Other Operating income
|Total revenue from operations and other income
|Gross profit before interest and depreciation
|Profit before tax
|Provision for taxation (including deferred tax and tax relating to earlier years)
|Profit after tax
|Surplus brought forward from previous year
|Dividend tax payable
|Transfer to general reserve
|Surplus in profit & loss account
The board of directors have recommended a dividend of Rs.5 per share for the year ended
31st March 2013 absorbing a sum of Rs.948.38 lakhs for approval of the
shareholders at the ensuing annual general meeting.
During the year 2012-13, sales of medium and heavy commercial vehicles (MHCV), dropped
by 24% over the previous year. The Company achieved a total revenue from operations and
other income of Rs.978 crores as against turnover of Rs.1,057 crores in the previous year,
a reduction of 7.5%.
However, after market sales segment registered a growth of 16.5% over the previous year
and exports segment registered a growth of 34.2% over the previous year.
5. CAPITAL EXPENDITURE
Capital expenditure of Rs.63 crores is planned for the year 2013-14 considering the
industry growth in this year.
Mr Leon Liu, Mr Narayan K Seshadri, and Mr Michael Edward Thompson, retire at the
ensuing Annual General Meeting of the Company. Being eligible, they offer themselves for
re-appointment. In compliance with clause 49 of the Listing Agreement, a brief resume of
the above three directors and other required information is given in the notice convening
the annual general meeting of the Company. Necessary resolutions for their reappointment
will be placed for approval of the shareholders at the ensuing annual general meeting.
Your directors recommend their reappointment as directors of the Company.
Mr Nikhil Madhukar Varty resigned as a director with effect from 24th July
2012. The Board of Directors at its meeting on 24th July 2012 placed on record
its appreciation of the valuable services rendered by him during his tenure as a director.
Mr Michael Edward Thompson was appointed as a director in the casual vacancy caused by the
resignation of Mr Nikhil Madhukar Varty at the board meeting on 24th July 2012.
Messrs S.R.Batliboi & Associates LLP, Chartered Accountants have informed that that
the name of their firm Viz S.R.Batliboi
& Associates, Chartered Accountants has been changed to S.R.Batliboi &
Associates LLP on the conversion of the firm to limited liability partnership effective 1st
April 2013. They retire at the ensuing Annual General Meeting and are eligible for
re-appointment and the re-appointment will be made in the new firm name.
8. COST AUDITOR
Mr A N Raman was appointed as Cost auditor of the Company for 2012-13 by the board of
directors at their meeting held on 23rd May 2012. The board at their meeting
held on 15th May 2013 have re-appointed Mr A N Raman as Cost auditor for
9. STATUTORY STATEMENTS
Conservation of energy, technology absorption and foreign exchange earnings and outgo
Information regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in Annexure I to this report, as per the requirements
of 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.
Particulars of employees
Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, as amended, are set out in
Annexure II and form part of this report. However, pursuant to Section 219(1)(b)(iv) of
the Companies Act, 1956, the Report and Accounts are being sent to all the Members
excluding the aforesaid information. The said particulars will be made available to a
Member upon request and also made available for inspection at the Registered Office of the
Company. Any Member interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:
(i) that in the preparation of annual accounts for the financial year ended 31st
March 2013, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(ii) that the directors have 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 at the end of the
financial year and of the profit of the Company for the year under review;
(iii) that the directors have 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
(iv) that the directors have prepared the accounts for the financial year ended 31st
March 2013 on a going concern basis.
10. CORPORATE GOVERNANCE
The Company has complied with the provisions of the Listing Agreement concerning
corporate governance and a report to this effect is attached, as required by clause 49 of
the Listing Agreement with the stock exchanges. The certificate issued by the auditors of
the Company regarding compliance with the corporate governance requirements is also
annexed to this report.
The whole-time director (CEO) and the chief financial officer (CFO) of the Company have
certified to the board on financial statements and other matters in accordance with clause
49(V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year
ended 31st March 2013.
The management discussion and analysis report, as required by the Listing Agreement, is
also attached and forms part of this report.
Para (xxi) of the Annexure to the Auditors` Report dated May 15, 2013 is
self-explanatory. The investigation referred therein is entrusted to an external agency
and the Company is wholly co-operating therewith. Also, the Company has further
strengthened its internal controls to prevent such an occurrence.
The directors gratefully acknowledge the continued support and co-operation received
from WABCO Europe BVBA, Belgium. The directors thank the vehicle manufacturers,
distributors, vendors and bankers for their continued support and assistance. The
directors wish to place on record their appreciation of the excellent work done by
employees of the Company at all levels during the year. The directors specially thank the
shareholders for the confidence reposed by them in the Company.
||For and on behalf of the board
|15th May 2013
Annexure I to the Directors report
Information as required under Section 217(1)(e) of the Companies Act, 1956
A. CONSERVATION OF ENERGY
1. Measures taken
i) Modification of anodising chiller design to reduce the capacity from 90TR to 10TR to
reduce power consumption
ii) Introduction of auto switching off the fans & lights in shop floor during lunch
time through Programmable Logic Controller (PLC);
iii) Introduction of energy efficient Air Blower instead of compressed air for
agitation process in anodising plant for 2 nos;
iv) Introduction of solar lights for street lights instead of Compact Fluorescent Light
(CFL) - 6 nos;
v) Replace the coolants with energy efficient coolant to reduce power consumption;
vi) Introduction of Induction lamps instead of Doom lights in shop floor - 20 nos to
reduce power consumption;
vii) Provided electronic timers in all Computer Numerical Control (CNC) machines to
switch off the same during idle time;
This will result in a saving of about 6.24 lakhs units and Rs.31.20 lakhs per annum.
2. Measures Proposed
i) Implementing of Adiabatic cooling system for reducing energy in air conditioning
ii) Replacing 400W metal halide lamp to 80W Compact Fluorescent Light (CFL) to reduce
iii) Recover the waste heat from air compressor to surface protection unit for reducing
air compressor power consumption;
iv) Use of solar power for lighting in office areas covering 100% of all lighting load
in marketing and Research & Development department;
v) Replacing of Del Star Convertors to Air Compressors to reduce the power consumption;
vi) Introduction of air blowers in washing machines to reduce the energy consumption;
vii) Providing Air Solenoid in machines to reduce compressed air consumption in idle
stage of machines;
viii) Replacement of Induction motor to servo motor in performance test rig to reduce
power consumption; ix) Introduction of inverter drive for grinding machine to reduce power
This will result in a saving of about 6.40 lakhs units and Rs.38.40 lakhs per annum.
B. TECHNOLOGY ABSORPTION
Research & Development (R & D)
1. Specific areas in which R & D is carried out by the Company. Existing
(a) Products launched i. Compressor 230 CC capacity ii. Compressor 318 CC capacity iii.
Integral pedal unit iv. Automatic slack adjuster v. Exhaust brake assembly vi. Hand brake
valve with self return vii. Adjusting valve
(b) Long Stroke Brake chamber-75 mm stroke - design and product validation completed;
(c) New range of brake chambers and actuators for VOLVO in advanced stage of
(d) Development of lift axle control system for truck application for domestic
customers. Product validated and ready for launch;
(e) Launch of Value Engineered Type 24/24 Spring Brake Actuators for cost reduction;
(f) Conversion of aluminum to plastic in magnetic valves to optimize material cost;
(g) New range of relay valves and quick release valves under concept development.
2. Benefits derived as a result of R & D:
(a) Market expansion and improved competitive position through significantly improved
products for new markets.
(b) New opportunity in global market by introducing new range of actuators and brake
(c) Improved competency for designing products for global market.
(d) Acquiring competency in new areas like Hydraulic Brake Boosters.
3. Future plan of action:
(i) Launch of Actuators for emerging market and Russia.
(ii) Expanding market for Automatic Slack Adjusters.
(iii) Launch of Air Processing and Distribution Assembly (APDA) with ASP feature for
(iv) Development of compressor with clutch for energy saving.
(v) Launch of new products like lift axle control system under development for domestic
(vi) New concept developments for innovative next generation products like hybrid lift
axle control system, foot brake valve, relay valves and actuators.
|4. Expenditure on R & D:
||Rs. in Lakhs
|Recurring expenditure (including salaries)
|Total expenditure as percentage of sales turnover
Technology absorption, adaptation and innovation:
(a) Efforts in brief:
1. Creation of coefficient of discharge data base and library for standardized features
with theoretical simulation.
2. Enhance corrosion resistance of reservoirs, modulator valves, actuators and other
3. Wear and friction study of brake parts.
4. Three international patents filed.
(b) Benefits derived as a result of the above efforts:
1. Development of products with best in class performance and reliability to retain
2. Continued expansion of simulation capabilities to reduce product development lead
time and quality of design.
3. Improved corrosion resistance of the products helped to obtain new business
opportunities with global customers.
(c) Details relating to imported technology: (Technology imported during the last 5
years reckoned from the beginning of the financial year).
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Exports during the year ended 31st March 2013 amounted to Rs.19,882.04
Total foreign exchange used and earned:
|a) Foreign exchange used
||Rs. 13,492.94 lakhs
|b) Foreign exchange earned
||Rs. 23,604.17 lakhs
||For and on behalf of the board
|15th May 2013