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Directors Report of Ador Welding Ltd.

Mar 31, 2015

The Members,

The Directors take pleasure in presenting the Sixty Second Annual Report of the Company and the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1.0 FINANCIAL PERFORMANCE

(Rs. in lacs) Standalone Key Financial Indicators For the For the year ended year ended 31st March, 2015 31st March, 2014

Sales & Other Income (Net of Excise Duty, Discounts & Incentives) 38,953 37,341

Profit Before Interest & Depreciation 3,373 4,195

Profit Before Tax (PBT) 2,016 2,850

Exceptional items 2,811 (1,478)

Provision for Tax (including Deferred Tax) 1,590 949

Profit After Tax (PAT) 3,237 423

(Rs. in lacs) Consolidated Key Financial Indicators For the For the year ended year ended 31st March, 2015 31st March, 2014

Sales & Other Income (Net of Excise Duty, Discounts & Incentives) 39,045 37,623

Profit Before Interest & Depreciation 3,332 3,173

Profit Before Tax (PBT) 1,963 1,736

Exceptional items 2,817 (1,296)

Provision for Tax (including Deferred Tax) 1,594 951

Profit After Tax (PAT) 3,186 (511)

2.0 DIVIDEND AND RESERVES

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the financial year (FY) 2014-15, subject to the approval of the Members. Dividend for the previous FY 2013- 14 was declared @ 50% (i.e. @ Rs.5/- per Equity Share).

2.2 The Dividend for FY 2014-15 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for dividend payment.

2.3 The Board recommends transfer of Rs. 324 Lacs (Rs. 42 Lacs)* to the General Reserve, and the balance of Rs. 5,271 Lacs (Rs. 3,284 Lacs)* for retention in the Profit & Loss Account. (*Figures in brackets indicate previous year).

3.0 OPERATIONS

In FY 2014-15, the total Sales and Other Income went up by 4.32%. The year ended with Sales and Other Income of Rs. 38,953 Lacs (Rs. 37,341 Lacs).

The Company's Sales and Other Income during FY 2014-15 comprised of the following:

3.1 Welding Consumables at Rs. 27,181 Lacs (Rs. 27,532 Lacs)*- Due to severe competition witnessed in the Welding Industry over last year & core industrial sector showing de- growth, Domestic Sales of Consumables recorded a degrowth of over 1.27% compared to the previous year.

3.2 Equipment & Project Engineering at Rs.11,313 Lacs (Rs. 9,303 Lacs)* - The Welding Equipment & Project Engineering Business was higher by over 21% compared to the previous year, due to better performance of Project Engineering division.

3.3 Other Income at Rs. 459 Lacs (Rs. 506 Lacs)*. (*Figures in brackets indicate previous year).

4.0 CONSOLIDATION OF MANUFACTURING OPERATIONS

The Company has decided to suspend its

manufacturing activities for certain product lines at Chennai and has partially relocated its manufacturing activities from Chennai to Silvassa & Raipur Plants, on account of economies of scale, by optimizing the available resources, which will help the Company enhance operational efficiencies. The employees at Chennai Plant are also being relocated to Silvassa & Raipur Plants. The Company doesn't anticipate any disruption in supply of its products due to this relocation / consolidation of operations, as the Company has adequate production capacities for consumables at Raipur & Silvassa.

5.0 CAPEX

The Company completed CAPEX of Rs. 933 Lacs and CAPEX of Rs.160 Lacs is in various stages of progress.The entire CAPEX programme of FY 2014- 15 shall be completed by the end of June 2015. For FY 2015-16, the CAPEX has been budgeted at Rs.1,250 Lacs, mainly for -

(a) Automation at Consumables and Equipment Plants.

(b) Production Equipments to balance lines for achieving capacity levels.

(c) Production related Equipment to improve "in process quality and deviation control" towards six-sigma levels.

(d) Analytical Instruments for R&D.

6.0 SUBSIDIARY COMPANIES

6.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL, a Wholly Owned Subsidiary of the Company, focuses on creating a pool of skilled welding technicians who will serve the cross-section of infrastructure building- related industries. AWAPL registered a total revenue of Rs. 131 Lacs (Rs. 77 Lacs)*, with net loss of Rs. 53 Lacs (Rs. 66 Lacs)*

(*Figures in brackets indicate previous year).

6.2 Plasma Laser Technologies Ltd. (PLT)

During FY 2013-14, the Company had recognised diminution in the value of its investment in PLT and had fully provided for the same in the financial accounts. In the current year 2014 -15, a Petition for liquidation of PLT was filed by the employees of PLT with the District Court sitting in Nazareth, Israel. In view of this & orders of District Court of Nazareth, the authority to operate & manage PLT now vests with the Court. The due process of law for liquidation is in progress. Your Company does not foresee any further liability to devolve on the Company.

7.0 CONSOLIDATED FINANCIAL STATEMENTS

In the previous FY 2013-14, the consolidated financial statements presented by the Company included financial information of its subsidiaries PLT & AWAPL. In the current year 2014-15, as mentioned in para 6.2, PLT has gone into liquidation. As a result, the power & authority to manage / operate PLT vests with the District Court of Nazareth. The Company, therefore, in the current year 2014-15 has presented the Consolidated Accounts without financial information of PLT. These consolidated financial statements are prepared in compliance with the applicable Accounting Standards. The standalone financial statements of AWAPL are posted onto the website of the Company http://www.adorwelding.com/site/key-financial- and-shareholding-pattern.html and hence the same are not annexed with this 62nd Annual Report. The Annual Accounts and other related information of the said Subsidiary Company will also be made available to the shareholders of the Holding Company. The Annual Accounts of the Subsidiary Company are available for inspection by the shareholders at the registered office of the Company and your Company shall furnish a physical copy of the detailed accounts of subsidiary to any shareholder, on request.

8.0 RISK MANAGEMENT

Your Company has put in place the Enterprise Risk Management framework, to manage the various financial & non-financial risks, amongst other things.

The Company has also adopted Enterprise Risk Management (ERM) Policy, which helps to continuously assess & monitor the risks assumed by the Company. The processes are in place for identifying, evaluating and managing the risks. Based on the ERM Policy, the Board further states that there are no elements of risks which threaten the existence of the Company.

9.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is approved by the Board of Directors and the same is uploaded on the Company's website :

http://www.adorwelding.com/site/docs/RPT%20

Policy.pdf

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arms length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval along with the Annual Budget for the transactions with the related parties, which are of foreseen & repetitive nature. A detailed summary of Related Party Transactions vis-a-vis the omnibus approval, is placed before the Audit Committee & the Board of Directors for their review on a quarterly basis.

There are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a- vis the Company.

10.0 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) and 134 (3) (a) of the Companies Act, 2013, read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is appended hereto as Annexure - I, and forms part of this Report.

11.0 CORPORATE SOCIAL RESPONSIBILITY

The composition of Corporate Social Responsibility (CSR) Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

As part of its initiatives under "Corporate Social Responsibility", the Company has undertaken various projects in the areas of Education (Skill development) and Women Empowerment. These projects are largely in accordance with Schedule VII to the Companies Act, 2013. During the year, out of the budgeted expenditure of Rs. 51.87 Lacs, approx. Rs. 5.30 Lacs remained unspent, since certain proposals were under consideration as of 31st March 2015. The Annual Report on CSR activities is annexed hereto as

Annexure - II.

12.0 LOANS & GUARANTEES

During FY 2014-15, your Company has provided Bank Guarantee / Corporate Guarantee of Rs. 100 Lacs for the working capital limits of M/s. Ador Welding Academy Private Limited (AWAPL), the Wholly Owned Subsidiary Company. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13.0 FIXED DEPOSITS

The Company has neither accepted nor renewed Fixed Deposits during FY 2014-15 and in FY 2013-14.

14.0 INSURANCE

The properties / assets of the Company are adequately insured.

15.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - III.

16.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached hereto as Annexure - IV.

The Corporate Governance Compliance Certificate received from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to this Report as Annexure - V.

17.0 COURT ORDERS

During FY 2014-15 there were no significant orders passed against the Company by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

18.0 NOMINATION & REMUNERATION POLICIES

As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 the Company has adopted the policies for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, etc. The details of Remuneration Policy for Directors is explained in the Corporate Governance Report.

19.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declaration of their independence, as required under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

20.0 DIRECTORS

20.1 During FY 2014-15 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Vippen Sareen, (DIN 00057599) Non-Executive & Independent Director, retired from the Board on attaining superannuation at the age of 65 years on 07th July, 2014 and thus ceased to be a Director of the Company. Mr. Sareen was appointed as Director on 23rd October, 2010 and was on the Board for 4 years. The Board places on record, its sincere appreciation for the contributions of Mr. Vippen Sareen during his tenure of Directorship.

(b) Mr. Anil Harish, (DIN 00001685) Non- Executive & Independent Director, tendered his resignation on & w.e.f. 30th September 2014, which was taken on record in the meeting of the Board of Directors held on 10th November, 2014. Mr. Anil Harish was appointed as Director on the Board on 28th March, 2005 and was on the Board for over 9 years. He was also the Chairman of Audit Committee and CSR Committee. The Board places on record, its sincere appreciation for the contributions of Mr. Anil Harish during his tenure of Directorship.

(c) Mr. G. M. Lalwani (DIN 06928792) and Mr. S. G. Mirchandani (DIN 01179921) joined the Board as "Additional Directors" with effect from 10th November, 2014. They joined the Board in place of Mr. Vippen Sareen & Mr. Anil Harish, respectively. The Company has received Notices in writing from Members proposing their candidature to the Office of Directors of the Company. In the interest of the Company's continued prosperity and well-being, the Board recommends their appointments as the Independent Directors at the ensuing Annual General Meeting.

(d) The Board of Directors of the Company at its Meeting held on 07th May, 2015 appointed and re-designated Mrs. N. Malkani Nagpal (DIN 00031985) as the Whole-Time Director, for a period of 3 years, subject to the approval of the Members at the ensuing Annual General Meeting.

(e) The Board of Directors of the Company at its Meeting held on 07th May, 2015 re-appointed Mr. S. M. Bhat (DIN 05168265) as the Managing Director, for a period of 3 years, w.e.f. 11th May, 2015 subject to the approval of the Members at the ensuing Annual General Meeting (AGM).

20.2 Ms. A. B. Advani (DIN 00029256) and Mr. R. A. Mirchandani (DIN 00175501), Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

20.3 The Board of Directors, pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, has received Form MBP-1 and Consent to act as a Director in Form DIR-2, from Mr. G. M. Lalwani, Mr. S. G. Mirchandani, Mrs. N. Malkani Nagpal, Mr. S. M. Bhat, Ms. A. B. Advani and Mr. R. A. Mirchandani.

20.4 Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointments are mentioned in the Explanatory Statement to the Notice.

21.0 DIRECTORS PERFORMANCE EVALUATION

The Company has conducted a formal annual performance evaluation, by the Board of its own performance & that of its committees and individual Directors, including the Executive Chairman & the Independent Directors. The detailed manner of evaluation has been explained in the Corporate Governance Report in Annexure - IV.

22.0 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, alongwith proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true & 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 that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate & were operating effectively, and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate & operating effectively.

23.0 AUDIT COMMITTEE AND ITS RECOMMENDATIONS

The composition of Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

The Board has accepted all the recommendations of the Audit Committee and hence there is no further explanation to be provided for in this Report.

24.0 NUMBER OF BOARD MEETINGS

The Company has conducted 4 (four) Board meetings during FY 2014-15 and the details thereof are covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

25.0 STATUTORY AUDITORS

The Company's Statutory Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting. The Audit Committee has recommended appointment of new Statutory Auditors for the Company, in view of the rotation of Auditors mandated under the Companies Act, 2013. Your Board recommends the appointment of M/s. Walker Chandiok & Co. LLP as the Statutory Auditors, at the ensuing Annual General Meeting.

26.0 STATUTORY AUDITOR'S REPORT

There are no qualifications in the Auditor's Report & therefore there are no further explanations to be provided for in this Report.

27.0 SECRETARIAL AUDITOR & ITS REPORT

The Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: S1996MH016600), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit Report is annexed herewith as Annexure - VI. There are no qualifications in the said Report.

28.0 COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors has appointed Mr. Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

28.1 Name of the Cost Auditor: CMA Vishvesh Desai

28.2 Address: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

28.3 Membership No.: F-7330.

28.4 Firm Regn. No. : 102151

28.5 Due date for filing Cost Audit Report (XBRL) for FY 2013-14 by the Cost Auditor with the Central Government: Within 180 days from the end of the financial year.

28.6 Actual Date of filing of Cost Audit Report for FY 2013-14 with the Central Government: 14.10.2014

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2015-16, is placed before the Members at the ensuing Annual General Meeting, for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to CMA Vishvesh Desai, Cost Auditor is included at Item No. 6 of the Notice convening the Annual General Meeting.

29.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has framed a policy on Vigil Mechanism-cum-Whistle Blower, which enables any Director / employee of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the chairman of the Audit Committee, as a Protected Disclosure. The detailed policy is also posted on the Company's intranet Portal SAMVAD and onto its website http://www.adorwelding.com/site/docs/ Whistle%20Blower-cum-Vigil%20Mechanism%20 Policy.pdf

30.0 PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has adopted a policy under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Committee/s, as required under the Act & Rules made there under and has carried out awareness programs. No complaints were received by the Committees during FY 2014-15.

31.0 EMPLOYEES

31.1 The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

31.2 The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, is annexed herewith as Annexure - VII.

31.3 The manpower strength of the Company as at the date of this Report is 679.

32.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution and the spirit of dedication shown by the employees at all levels during FY 2014-15. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

Place: Mumbai A. B. Advani Date: 07th May, 2015 Executive Chairman


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Sixty First Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2014,

1.0 Einancial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the For the For the For the No. year ended year ended year ended year ended 31st March, 2014 31st March, 2013 31st March, 2014 31st March, 2013 Standalone Consolidated

1.1 Sales & other Income (Net of Excise Duty, Discounts & Incentives) 373 368 376 369

1.2 Profit before Interest and Depreciation 42 40 32 38

1.3 Profit before Tax (PBT) 29 27 17 25

1.4 Exceptional Items 15 - 13 -

1.5 Provision for Tax (Net of deferred tax) 10 8 9 8

1.6 Profit after Tax (PAT) 4 19 (5) 17

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the financial year (FY) 2013-14, subject to the approval of the Members. Dividend for the previous FY 2012-13 was declared @ 60% (i.e. @ Rs.6/- per Equity Share).

2.2 The Dividend for the FY 2013-14 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for Dividend payment.

2.3 The Board recommends transfer of Rs. 0.42 Crore (Rs. 2 Crore)* to the General Reserve, and the balance of Rs.33 Crore (Rs. 37 Crore)* for retention in the Profit & Loss Account.

(''Figures in brackets indicate previous year).

3.0 Operations (Standalone)

In the financial year 2013-14, the total operational & other income stood at Rs.373 Crore, as against Rs.368 Crore for the FY 2012-13, showing a marginal rise of 1%, with the achievement of highest ever billing of Rs. 373 Crore during the FY 2013-14.

The Company''s Sales and other Income during the FY 2013-14 comprised of the following:

3.1 Welding Consumables : Rs.276 Crore (Rs. 282 Crore)*

Due to major curb in the welding industry, and the decade''s low figure of GDP at 4.50%, unfavourable economic conditions, Domestic Sales of Consumables recorded a de-growth of over 2% compared to the previous year. However volume grew by 3% during the year.

3.2 Equipment & Project Engineering at Rs.93 Crore (Rs. 82 Crore)*

Inspite of Capital goods Industry witnessing slump, Equipment business grew by about 14% over last year. Further the volume in Welding Equipment business was higher by over 71% compared to the previous year.

3.3 Other Income at Rs.4 Crore (Rs. 4 Crore)* ("Figures in brackets indicate previous year).

4.0 CAPEX

During the FY 2013-14, we completed CAPEX of Rs. 9 Crore and Rs. 2 Crore is in various stages of progress. The budgeted CAPEX for the FY 2014-15 is about Rs. 14 Crore mainly for -

(a) Consumables, Equipment and R&D,

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process, quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D. 5.0 Subsidiary Companies

5.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL was incorporated on 24th July 2012 as a wholly owned subsidiary of the Company for vocational training in welding and also for consultancy in Welding. AWAPL registered a Total Revenue of Rs. 77 Lacs (Previous period Rs. 31 Lacs), with net loss of Rs. 68 Lacs (Previous period Rs. 33 Lacs). The Company is persevering efforts to tap large potential business in Pre-Service Training & In-Service Training. The launch of the E-Learning module should also garner additional revenues. The focus of the Government on National Skill Development will also help in increasing its revenue.

5.2 Plasma Laser Technologies Ltd. (PLT)

PLT has generated revenues of Rs. 224 Lacs (Previous period Rs. 78 Lacs) and has incurred a Net Loss of Rs. 1,054 Lacs (Previous period Rs.187 Lacs), In view of accumulated losses exceeding networth and considering the underlying factors including downturn in business and decrease in related activities, the Company has recognised provision for dimunition in the value of Investments in PLT as on 31st March 2014 amounting to Rs 1,981 Lacs.

There are two subsidiary companies of PLT, which are named below:-

1. M/s, Aluminium Hybrid Systems Ltd. - formed for developing products for Aluminum Plasma Welding.

2. M/s. Plasma Laser Technologies, North America, Inc. - formed for carrying out

Business Development Activities in North America,

By virtue of acquisition of majority equity stake in PLT (Holding Company of above two subsidiaries), these two Companies continue to be subsidiary Companies of your Company.

6.0 Consolidated Financial Statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries, and are prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

In view of the general exemption granted by the Ministry of Corporate Affairs vide circulars dated February 8,2011 & February 21,-2011, the reports & annual accounts of the subsidiary companies are not required to be attached to your Company''s Accounts for the FY ended 31st March 2014.

Accordingly, the annual accounts and detailed related information of the subsidiary companies will be made available to any shareholder seeking such information. The annual accounts of the Subsidiary Companies are also available for inspection by the shareholders at the Registered office of the Company and also available on your Company''s website, www.adorwelding.com, in a downloadable / printable format. Shareholders desirous of obtaining the hard copy of annual report of your Company''s subsidiaries may obtain the same upon request.

7.0 Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirm that:

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed;

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period,

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting /

Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Directors

8.1 During the FY 2013-14 Ms. A. B. Advani has been re-appointed as the Executive Chairman of the Company with effect from 01st May, 2014 for a period of 5 Years.

The above appointment is subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

8.2 Mr. D. A. Lalvani and Mrs N. Malkani Nagpal, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re- appointment.

8.3 Mr. M. K. Maheshwari, Mr. R K. Gupta, Mr. R. N. Sapru and Mr. K. Digvijay Singh were appointed by the Company, pursuant to the provisions of clause 49 of the Listing Agreements executed with Stock Exchanges, as Non-Executive & Independent Directors of the Company, who were liable to retire by rotation as per the Articles of Association of the Company and the provisions of the Companies Act 1956.

As per section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014, every Listed Company is required to have at least one-third of the total number of directors as Independent Directors, who are not liable to retire by rotation. (There was no corresponding provision w.r.t. Independent Directors under the Companies Act, 1956) Accordingly, the above named Directors are being appointed as Independent Directors, not liable to retire by rotation and to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company, as per the provisions of the Companies Act, 2013.

8.4 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1 )(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1 )(g) of the Companies Act, 1956 and also Form DIR-8, pursuant fo Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, alongwith their consent in Form DIR-2 pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

9.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits during the FY 2013-14.

10.0 Insurance

The properties / assets of the Company are adequately insured.

11.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure -1 and forms part of this Report.

12.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalai & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis (MDA) Report, as mandated under the Code of Corporate Governance, is also attached to the Directors'' Report as Annexure - III.

13.0 Auditor''s Report

There are no qualifications contained in the Auditor''s Report & therefore there are no further explanations to Pe provided for in this Report.

14.0 Statutory Auditors

The Company''s Statutory Auditors, M/s. Dalai & Shah, Chartered Accountants, MumPai, retire and are eligible for re-appointment.

15.0 Cost Auditors

Pursuant to the approval of the Central Government under Section 233B of the Companies Act, 1956, the Board of Directors has appointed Mr. Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company for audit of cost accounting records of its "Automig Wires" (Steel) under chapter heading 72 and all other products manufactured by the Company, which are covered under Chapter 83 & 84 of the Central Excise Tariff Act, 1985.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

15.1 Name of the Cost Auditor: CM A Vishvesh Desai

15.2 Address of the Cost Auditor: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

15.3 Membership No.: F-7330.

15.4 Firm Regn. No.: 102151

15.5 Due date for filing Cost Audit Report (XBRL) for the FY 2012-13 by the Cost Auditor with the Central Government: 27th September 2013.

15.6 Actual Date of filing of Cost Audit Report (XBRL) for the FY 2012-13 with the Central Government: 26th September 2013.

16.0 Employees

16.1 The industrial relations in all the Plants and

Offices of the Company continue to remain harmonious, cordial and peaceful.

16.2 The information required in terms of Section

217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company without the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

16.3 The manpower strength of the Company as at the date of this Report is 713.

17.0 Acknowledgement

Your Directors take this opportunity to express their deep sense of appreciation for the invaluable contribution given and the spirit of dedication shown by all the employees of the Company. The Directors also place on record their deep gratitude for the business assistance, co-operation and support extended to your Company by the Customers, Distributors, Dealers, Suppliers, Service Providers, business partners, Bankers, Government authorities. Agencies, Shareholders & all the stakeholders. We look forward to their continued support and co-operation in future. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 20th May, 2014 Executive Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Sixtieth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the year ended For the year ended For the year ended

No. 31st March, 2013 31st March, 2012 31st March, 2013 Standalone Consolidated *

1.1 Sales & other Income 367.79 344.42 368.75 (Net of Excise Duty,

Discounts & Incentives)

1.2 Profit before Interest and Depreciation 39.80 41.44 37.81

1.3 Profit before Tax (PBT) 26.65 28.12 24.45

1.4 Provision for Tax (Net of deferred tax) 7.57 7,23 7.57

1.5 Profit for the year after Tax (PAT) 19.08 20.89 16.88

1.6 Capital Expenditure 16.74 10.98 16.80

1.7 Capital - work in progress 0.45 1.98 0.45

* M/s. Ador Welding Academy Pvt. Ltd. & M/s. Plasma Laser Technologies Ltd. became the subsidiaries of the Company during the year 2012-13, hence previous year''s consolidated figures are not given.

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs.6/- per Equity Share) for the financial year 2012- 13, subject to the approval of the Members. Dividend for the previous financial year 2011-12 was declared @ 60% (i.e. @ Rs.6/- per Equity Share).

2.2 The Dividend for the financial year 2012-13 shall Pe paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the record date for Dividend payment.

2.3 The Board recommends transfer of Rs, 1,91 Crore (Rs, 2.09 Crore)* to the General Reserve, and the balance of Rs.36.99 Crore (Rs.29.36 Crore)* for retention in the Profit & Loss Account.

(''Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2012-13, the Sales and other income went up by 6.78 %. The year ended with Sales and other income of Rs.367.79 Crore (Rs.344.42 Crore)*.

The Company''s Sales and other Income during the financial year 2012-13 comprised of the following:

3.1 Welding Consumables at Rs.282.16 Crore (Rs. 262.81 Crore)* - In spite of de-growth in the welding products manufacturing industry of around 20% witnessed over last year due to unfavourable economic conditions, Domestic Sales of Consumables recorded a growth of over 7% compared to the previous year,

3 2 Equipment & Project Engineering at Rs.82.02 Crore (Rs.78.10 Crore)* - Capital goods Industry witnessed de-growth of aPout 8% over last year. However the Welding Equipment business was higher by over 5% compared to the previous year,

3.3 Other Income at Rs.3.61 Crore (Rs. 3.51 Crore)*

(''Figures in brackets indicate previous year).

4.0 CAPEX

We completed CAPEX of Rs. 16.74 Crore and Rs. 0.45 Crore is in various stages of progress. The entire CAPEX programme of financial year 2012- 13 shall be completed by the end of June 2013. For the financial year 2013-14 the CAPEX has been budgeted at about Rs. 33.00 Crore mainly for-

(a) Consumables, Equipment and R&D.

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D.

(e) New Sales Offices.

(f) Additional Plots of land.

5.0 Subsidiary Company - Domestic

On 24th July 2012, your Company promoted Ador Welding Academy Pvt. Ltd. as a wholly-owned Subsidiary Company, with a primary intent to set up a national level welding academy to support manufacturing / construction / fabrication industry achieve higher value-add. It is an institute of significance, offering wholesome support to the National policy on skill development to harness the demographic dividend for building a globally competitive manufacturing sector.

6.0 Subsidiary Company - Overseas

During the year under review, your Company acquired controlling equity stake in M/s, Plasma Laser Technologies Ltd. (PLT), an overseas Company, thereby making it a subsidiary of the Company.

PLT is in the business of manufacturing equipments from their patented welding process that combines the application of Plasma and MIG welding processes. The applications range from automobile, infrastructure to ship Puilding and pressure part applications.

It is envisaged that the acquisition has the potential to create a strong synergy for mutual growth and business excellence. It will adequately catalyze our vision of creating a strong technical base for the products & service delivery, to globalize our operations and to strengthen our positioning, amongst the other industry players, in the world market.

Further, there are two subsidiary companies of PLT, which are named below:-

1. M/s. Aluminium Hybrid Systems Ltd. - formed for developing products for Aluminum Plasma Welding.

2. M/s. Plasma Laser Technologies, North America, Inc. - formed for carrying out Business Development Activities in North America.

By virtue of acquisition of majority equity stake in PLT (Holding Company of above two subsidiaries), these two Companies have also become subsidiary Companies of your Company.

7.0 Consolidated Financial Statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. Pursuant to the circulars dated February 8, 2011 & February 21, 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report, subject to certain conditions as mentioned in the said circulars. Your Company meets all the conditions stated in the aforesaid circulars and therefore the standalone financial statements of each subsidiary will not be annexed with this 60th Annual Report of the Company for the year ended 31st March, 2013.

Accordingly, the annual accounts and other related information of the subsidiary companies will be made available for inspection to the shareholders of the Holding Company at the Registered office of the Company and your Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

8.0 Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirm that:

8.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

8.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

8.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

8.4 Annual Accounts have been prepared on a going-concern basis.

9.0 Directors

9.1 During the FY 2012-13 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Raman Kumar''s contract as the Managing Director of the Company expired on 10th May, 2012.

The Directors would like to place on record their sincere appreciation for the contributions made by Mr. Raman Kumar during his tenure on the Board and with the Company spanning over 35 years.

(b) The Board of Directors, in its meeting held on 26th April, 2012 appointed Mr. S. M. Bhat as an Additional Director and Managing Director of the Company w.e.f. 11th May 2012, on retirement of Mr, Raman Kumar. The shareholders thereafter approved Mr. S. M. Bhat''s appointment as the Managing Director at the AGM held on 20,h July, 2012.

9.2 On 07th July, 2012, Mr. S.M. Bhat, the Managing Director of the Company was conferred with the prestigious UDYOG RATNA Award by the Institute of Economics Studies (IES) for his contribution and excellence in the field of Infrastructure development through your Company, Ador Welding Limited,

9.3 Mr. M. K. Maheshwari, Mr. R K. Gupta and Mr. A. T. Malkani, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

9.4 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1 )(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1 )(g) of the Companies Act, 1956.

9.5 The Remuneration of the Executive Chairman has been restructured within the limits specified in Schedule XIII to the Companies Act, 1956 and within the powers conferred by the Members to the Board.

10.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits during the financial year 2012-13.

11.0 Insurance

The properties / assets of the Company are adequately insured.

12.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure -1 and forms part of this Report,

13.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalai & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the Directors'' Report as Annexure - III.

14.0 Auditor''s Report

There are no qualifications contained in the Auditor''s Report & therefore there are no further explanations to be provided for in this Report.

15.0 Statutory Auditors

The Company''s Statutory Auditors, M/s. Dalai & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

16.0 Cost Auditors

Pursuant to the approval of the Central Government under Section 233B of the Companies Act, 1956, the Board of Directors has appointed Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company for audit of cost accounting records of its "Automig Wires" (Steel) under chapter heading 72 and all other products manufactured by the Company, which are covered under Chapter 83 & 84 of the Central Excise Tariff Act, 1985.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

16.1 Name of the Cost Auditor: CMA Vishvesh Desai

16.2 Address of the Cost Auditor: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

16.3 Membership No.: F-7330.

x16.4 Firm Regn. No. : 102151

16.5 Due date for filing Cost Audit Report (XBRL) for the financial year 2011-12 by the Cost Auditor with the Central Government: 28th February 2013.

16.6 Actual Date of filing of Cost Audit Report (XBRL) for the financial year 2011-12 with the Central Government: 09th January, 2013.

17.0 Employees

17.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

17.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

17.3 The manpower strength of the Company as at the date of this Report is 784.

18.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2012-13. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also, For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 15th May, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Fifty-Ninth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the year ended For the year ended No. 31st March, 2012 31st March, 2011

1.1 Sales & other Income (Net of Excise Duty, 344.42 297.41 Discounts & Incentives)

1.2 Profit before Interest and Depreciation 41.44 48.90

1.3 Profit before Tax (PBT) 28.12 35.72

1.4 Provision for Tax (Net of deferred tax) 7.23 10.02

1.5 Profit after Tax (PAT) 20.89 25.69

1.6 Capital Expenditure 10.98 10.14

1.7 Capital - work in progress 1.98 0.99

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs6/- per Equity Share) for the financial year 2011-12, subject to the approval of the Members. Dividend for the previous financial year 2010-11 was declared @ 60% (i.e. @ Rs6/- per Equity Share).

2.2 The Dividend for the financial year 2011-12 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for Dividend payment.

2.3 The Board recommends transfer of Rs2.09 Crore (Rs10.00 Crore)* to the General Reserve, and the balance of Rs29.36 Crore (Rs20.01 Crore)* for retention in the Profit & Loss Account. (*Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2011-12, the operational and other income went up by over 16%. The year ended with an operational and other income of Rs 344.42 Crore (Rs 297.41 Crore)*.

The Company's Sales and Other Income during the financial year 2011-12 comprised of the following:

3.1 Welding Consumables at Rs 262.81 Crore (Rs 223.45 Crore)*

3.2 Equipment & Project Engineering at Rs 78.10 Crore (Rs 71.75 Crore)*

3.3 Other Income at Rs 3.51 Crore (Rs 2.21 Crore)* (*Figures in brackets indicate previous year).

4.0 Domestic Business

4.1 Consumables

The Sales / Business of Consumables recorded a volume growth of about 18% over the previous year. This was driven by a handsome increase in volume sales of Special Electrodes and the volume sales of Wires & Fluxes, in particular.

4.2 Equipment

The Sales / Equipment business grew by about 9% over the previous year. This was driven by a big increase in PEB business, despite a drop of 6% in the Welding Equipment Business, over the previous year.

5.0 Exports

During the year under review, the exports registered a growth of about 22% compared to the previous year. The Export Income during the financial year 2011-12 was at Rs 33.95 Crore (Rs 27.82 Crore)*. The growth in exports was achieved through both, Welding Consumables and Equipment Business.

(*Figures in bracket indicate previous year).

6.0 CAPEX

We completed CAPEX of Rs 10.98 Crore and Rs 1.98 Crore are in various stages of progress. The entire CAPEX programme of the financial year 2011-12 shall be completed by the end of June 2012. For the financial year 2012-13, the CAPEX has been budgeted to Rs 24.30 Crore mainly for -

(a) Consumables R&D and Materials Lab.

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D.

(e) Structural improvements to Ador House.

7.0 Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Directors

8.1 During the FY 2011-12 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Raman Kumar was re-appointed as the Managing Director of the Company

with effect from 19th October, 2011 for a period upto 10th May, 2012, subject to the approval of the Members at the ensuing Annual General Meeting of the Company. Mr. Raman Kumar would be superannuating on 10th May, 2012. He was employed with the Company for over 35 years in various capacities and was the Managing Director for over 3 years. We thank him for his immense contribution towards the progress & growth of the Company and extend our appreciation towards his valuable advise & guidance.

(b) In view of the prospective retirement of Mr. Raman Kumar as the Managing Director, the Board of Directors, at its meeting held on 26th April, 2012 appointed Mr. S. M. Bhat, the President & COO, as an Additional Director and designated him as the Managing Director of the Company, effective 11th May 2012, for a period of 3 years. As an Additional Director, Mr. S. M. Bhat is liable to retire at the forthcoming Annual General Meeting. The Company has received a Notice in writing from a Member proposing his candidature to the Office of Director of the Company. In the interest of the Company's continued prosperity and well-being, the Board recommends his re-appointment at the forthcoming Annual General Meeting.

8.2 Mr. R. N. Sapru, Mr. K. Digvijay Singh and Mr. Anil Harish, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

8.3 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1)(g) of the Companies Act, 1956.

8.4 The Remuneration of the Executive Chairman has been restructured within the limits specified in Schedule XIII to the Companies Act, 1956 and within the powers conferred by the Members to the Board.

9.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits in the financial year 2011-12.

10.0 Insurance

The properties / assets of the Company are adequately insured.

11.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - I and forms part of this Report.

12.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the Directors' Report as Annexure - III.

13.0 Auditor's Report

There are no qualifications contained in the Auditor's Report & therefore there are no further explanations to be provided for in this Report.

14.0 Auditors

The Company's Statutory Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

15.0 Employees

15.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

15.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company, excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

15.3 The manpower strength of the Company as at the date of this Report is 789.

16.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2011-12. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 26th April, 2012 Executive Chairman

 
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