To The Members
Your directors are pleased to present the 67th Annual Report and the audited accounts
for the financial year ended 31st March, 2013.
1. Financial Results
The financial performance of the Company for the financial year ended 31st March 2013,
is summarized below:
|Profit before Depreciation, Interest & Tax
|Profit before Tax
|Less: Provision for Current Taxation
|Profit after tax
|Add: Balance in Profit and Loss Account
|Amount Available for Appropriation
|Dividend on Equity Shares
|Tax on dividend
|Balance carried to Balance Sheet
During the year under review, the Company achieved gross sales of Rs. 298 crore. The
profit before depreciation, interest and tax was Rs. 209.03 (Rs. 68.90 crore in the
previous year), which included gain on monetization of land after certain liabilities.
The Directors recommend the dividend at 30% (i.e. Rs.3/- per share) on equity shares
for the year ended on 31st March, 2013. The Directors are also pleased to recommend a
one-time special dividend at 40% (i.e. Rs 4 per share) making a total dividend of 70%
(i.e. Rs 7 per share). The total outgo on dividend would be Rs 24.70 crore including
dividend distribution tax. The payment of dividend will be subject to the approval of the
shareholders at the ensuing annual general meeting.
3. Companys Land at Dombivali
During the year the Company monetized about 150 acres of land (out of 218 acres) at
Dombivli for a total consideration of Rs. 440 crores. An upfront amount of Rs. 220 crores
was received in January 2013. The proceeds were utilized for payment of State Government
dues related to the land and to reduce other corporate liabilities. The Board is pleased
to inform the members that the Company could conclude this land deal despite a very
difficult real estate scenario.
4. Operations and Management Discussion & Analysis
The current years operations are covered in the Management Discussion and
Analysis Report. This Management Discussion and Analysis Report, as stipulated under
Clause-49 of the Listing Agreement with the Stock Exchanges, is presented in a separate
section forming part of this annual report.
5. Corporate Governance
The Report on Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, forms part of this Annual Report.
Mr. Rohan Shah resigned from the Board w.e.f 12.4.2013 due to increased professional
commitments. The Board places on record its appreciation of the service rendered by Mr.
Rohan Shah as an Independent Director and also as a member of the Investor Grievance
Committee of the Company.
Mrs. Rohita Doshi and Mr. Dilip J. Thakkar retire by rotation in accordance with the
provisions of the Companies Act, 1956 and the Articles of Association of the Company and
being eligible, offer themselves for reappointment.
7. Directors Responsibility Statement as required under Section 217(2AA) of the
Companies Act, 1956
The Directors state that -
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are 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 covered
under this Report and of the profit of the Company for the year;
(iii) 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
(iv) the directors had prepared the annual accounts on a going concern basis.
In terms of the requirement of Accounting Standards, segment-wise results are shown in
the notes to accounts.
8. Conservation of energy, technology, absorption & foreign exchange earnings &
The details as required under the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988 are provided in the annexure to the Directors
9. Fixed Deposits
The Company has accepted the fixed deposits from public and shareholders during the
year and has complied with all the regulatory requirements. At the end of the year, there
were no unclaimed, unpaid or overdue deposits.
10. Particulars of Employees
In term of notification dated 31-03-2011 issued by the Ministry of Corporate Affairs,
Government of India, there are no employees covered under section 217(2A) of the Companies
Act, 1956, in respect of whom, the particulars are required to be given.
M/s K.S. Aiyar & Co., Statutory Auditors, retire at the ensuing annual general
meeting and are eligible for reappointment. The Audit Committee of the Board has
recommended their reappointment. M/s K.S. Aiyar & Co. have, under Section 224(1) of
the Companies Act, 1956, furnished the certificate of their eligibility for reappointment.
Requisite resolution is being placed for the shareholders approval.
12. Cost Audit
The Central Government, vide order dated 24th January, 2012 has prescribed cost audit
for a number of industries, including engineering, machinery and motor vehicles, with
effect from the financial year 2012-13. Accordingly the Board has appointed ABK &
Associates, Cost Accountants (Regn. No. 000036) with the prior approval of the Central
Government, to conduct audit of cost records for the Companys engineering, machinery
and motor vehicles activities for the financial year 2012-13.
The Cost Audit Report would be filed with the Central Government within the prescribed
time of 180 days from the close of the financial year.
The Directors wish to express their appreciation of the continued support of the
Companys customers, suppliers and bankers. The Directors also wish to thank
employees, at all levels, for their contribution, and co-operation throughout the year.
On behalf of the Board of Directors
Maitreya V. Doshi
Chairman & Managing Director
April 30, 2013
Annexure to Directors Report
Conservation of energy
In view of acute energy shortages, the Company has taken special efforts for energy
conservation. For this purpose, the power factor is continuously monitored and maintained
to 1.00 (Unity) power on daily basis. On the basis of study of compressed air consumption,
one compressor has been switched off resulting in a saving of 1200 KWH per day.
Employee awareness was created on how to use electrical energy efficiently by adopting
good shop floor practices. An automatic switching system was installed to avoid over
consumption of street light power. A manual change over switch was installed for CNC lathe
machines, which helped reduced diesel generator power consumption. In the CNC Machine
Division, two machines have been upgraded with new CNC controller. This has helped to
increase productivity, thus reducing energy consumption.
Expenditure on R&D
|Expenditure on R&D
Foreign exchange earnings and outgo
|Foreign Exchange Earnings:
|FOB Value of Exports
|Foreign Exchange Outgo:
|Imports (CIF value)
To cater to the need of automobile and engineering industries, the following new
Products were developed in-house.
7 - Axis CNC Gear Hobbing Machine, Model : PHC - 250 with NC Tail Stock (Tail
Stock as Servo Axis) and with Ring Type Autoloader 0 - 180 degree. This is an indigenous
development in the Gear Hobbing machine to increase productivity by reducing cycle time.
6 - Axis CNC Gear Hobbing Machine