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Directors Report of Birla Precision Technologies Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the Twenty Eight Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Total turnover including other income 15886.54 16236.30

Profit before Interest, Depreciation and Tax 1405.94 2121.94

Less: Deprecation 661.12 867.46

Less: Interest & Financial Charges 742.63 791.37

Profit Before tax 2.19 463.11

Less: Provision for taxation 61.48 178.64

Profit/(Loss) for the year (59.29) 284.47

2. PERFORMANCE REVIEW

The turnover including other income of the Company for the financial year 2014-15 stood at Rs. 15886.54 Lakhs as against last year's Rs. 16236.30 Lakhs. The Profit before tax is reduced to Rs. 2.19 Lakhs as against Rs. 463.11 Lakhs of last year. Profit/(Loss) for the year stood Rs.(59.29) Lakhs as against Rs. 284.47 Lakhs of last year. There was no change in nature of the business of the Company, during the year under review.

3. DIVIDEND

Your Directors have not recommended dividend for the financial year ended 31st March, 2015.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 stood at 52651756. During the year under review, the Company has not issued any shares or convertible instruments.

5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any Subsidiary, Associate & Joint Venture Company.

6. CORPORATE GOVERNANCE

The report on Corporate Governance certifying the compliance of Clause 49 of the Listing Agreement is included in the Annual Report. As mandated, the report on Management Discussion and Analysis, Corporate Governance and a certificate from Practicing Company Secretary regarding compliance with the conditions of Corporate Governance forms part of the Annual Report. Further, a declaration signed by Chief Executive Officer affirming compliance with the Company's Code of Conduct by all the Board members and senior management personnel is also given therein.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Avanti Birla (DIN: 00167903) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Accordingly, her re-appointment forms part of the notice of the ensuing Annual General Meeting.

Mr. Shiv Charan Agarwal (DIN 00956339) and Mr. Kasturirangan Narayanan (DIN: 07246744) were appointed as an Additional Independent Director on the Board of the Company w.e.f. 19th May, 2015 and 27th July, 2105 respectively and they hold office upto the date of the ensuing Annual General Meeting. They are proposed to be appointed as Independent Directors of the Company for a period of three years. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The resolution seeking approval of the Members for the appointment of Mr. Shiv Charan Agarwal and Mr. Kasturirangan Narayanan as Independent Directors have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing their appointment.

Mr. Mahender Singh Arora (DIN 01697062), Managing Director & Chief Executive Officer and Mr. Augustine Kurias (DIN 00168563), Non-Executive Independent Directors of the Company has resigned from the Board w.e.f. 15th December, 2014 and 27th May, 2015 respectively.

The Board places on record their appreciation for the services rendered by them.

8. KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 203 of the Companies Act, 2013 and the rules made there under the Company has appointed Mr. Mukunda Mankar as Chief Financial Officer w.e.f. 27th May, 2014. Upon the resignation of Mr. Mahender Singh Arora as Managing Director & Chief Executive Officer of the company, Mr. Anil Choudhari was appointed as Chief Executive Officer of the Company w.e.f. 29th May, 2015, who has also resigned w.e.f. 31st July, 2015. Ms. Rupa Khanna is the Company Secretary and designated as Key Managerial Personnel (KMP) of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that in the preparation of the annual financial statements for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year 31st March, 2015 and Statement of Profit & Loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis and;

(e) that directors has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(g) the above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company alongwith the 'Annexure E'.

10. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

11. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

12. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure A" to the Directors' Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of your Company has constituted a CSR Committee. As on 31st March 2015, the Committee comprises of three Directors. Your Company has framed a CSR Policy which is carried in this Annual Report. Additionally, the CSR Policy has been uploaded on the website of the Company at www.birlaprecision.in.

The Report on CSR activities is annexed herewith as "Annexure B".

15. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act in Form MGT 9 is annexed herewith as "Annexure C".

16. AUDITORS

16.1. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, appointed as Statutory Auditors of the Company from the conclusion of the twenty eight Annual General Meeting (AGM) of the Company to be held on 30th September, 2015 till the conclusion of 33rd AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for appointment.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

16.2. Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the financial year ending 31st March, 2016 on a remuneration of Rs. 1,50,000/- p.a (Rupees One Lakh Fifty Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses etc.,. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

16.3. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Martinho Ferrao & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as 'Annexure-D'.

It does not contain any qualification, reservation or adverse remark except for Non appointment of Managing Director or Chief Executive Officer or Manager and in their absence, a whole-time Director, not spending of amount towards Corporate Social Responsibility (CSR) by the Company and the Related Party Transactions were entered into without adequate approval as required under the Companies Act, 2013.

As per the provision of the Section 203 of the Companies Act, 2013, the Company has appointed Mr. Anil Choudhari as Chief Executive Officer (KMP) w.e.f. 29th May, 2015 and the said provision of Section 203 of the Companies Act, 2013 is complied. The company was unable to spend the two per cent of the average net profit of the last three financial years as this is the first year of implementation of CSR Policy and it was time consuming to understand the exact nature of project, location of suitable site, finalization of project etc. However, the Company is in process of identifying the areas for implementation of CSR. The Company would ensure in future that all the provision are compiled to the fullest extent. The information available to the Audit Committee was not adequate to understand the need of the transaction, its benefits to the Company and satisfaction of the principal of Arm's Length. Audit Committee was not able to take an informed decision, hence recommended to the Board to take the members approval. Based on the recommendation of the Audit Committee the Board of Director of the Company has decided to take the approval from the members for the Related Party Transaction. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company. The detail of the transaction with Related Parties are provided as in "Annexure E" to the Director's Report.

The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

18. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its executive management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Control System commensurate with its size and nature of business. Internal Audit is periodically conducted by an external firm of Chartered Accountants who monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance all locations of the Company. Based on the report of internal audit function, concern person/department undertakes corrective actions and thereby strengthens the controls. These Internal Audit reports are also reviewed by the Audit Committee. The information available to the Audit Committee was not adequate to understand the need of the transaction, its benefits to the Company and satisfaction of the principal of Arm's Length. In veiw of this the Audit Committee was not able to take an informed decision, hence recommended to the Board to take the members approval. The above statement should be read with Resolution No. 8, 9, 10 and 11 for approval of Related Party Transaction for the financial year 2014-15 by the members of the Company alongwith the "Annexure E".

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle-blower Policy is placed on the website of the Company www.birlaprecision.in.

21. BOARD MEETINGS

During the financial year, four (4) Meeting of Board Director were held on 27th May, 2014, 14th August, 2014, 12th November, 2014 and 12th February, 2015 respectively.

22. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. As on 31st March, 2015, it comprises of Mr. Augustine Kurias as a Chairman, Mr. Mohandas Shenoy Adige & Mrs. Avanti Birla as member of this Committee. The Company Secretary of the Company acts as Secretary of the Committee.

Mr. Augustine Kurias has resigned from the Board and committee w.e.f 27th May, 2015.

23. NOMINATION & REMUNERATION COMMITTEE & POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the same has been disclosed in the corporate governance report.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The company, being the guarantor for M/s. Zenith Birla (India) Limited, has received the possession notice under Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) from State Bank of India Mumbai Branch, by which they have taken symbolic possession of the property situated at (i) District Nasik and (ii) One of the property out of three situated at Aurangabad.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees and has not made any investments. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office/ Corporate Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

28. LISTING OF SHARES

Your Company's shares are listed on BSE under Scrip Code 522105. The ISIN code of the Company is INE372E01025.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred in between the end of the previous financial year till the end of this financial year to which the statements relate on the date of this report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company.

Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

For and on behalf of the Board of Directors

Place: Mumbai S.C.Agarwal M.S.Adige

Date: 12th August, 2015 Director Director


Mar 31, 2014

To the Members,

The Directors are pleased to present the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Net sales including other operating Income 16236.30 17323.86

Profit before Interest and Tax 1254.48 1768.08

Less: Interest & Financial Charges 791.37 846.57

Profit before taxation 463.11 921.51

Less: Provision for taxation 178.64 (99.69)

Net profit after taxation 284.47 1021.20

Profit for the year 284.47 1021.20

PERFORMANCE REVIEW

The Sales and Other Income of the Company for the financial year 2013-14 stood at Rs. 16236.30 Lakhs as against last year''s Rs. 17323.86 Lakhs. The Profit before tax is reduced to Rs. 463.11 Lakhs as against Rs. 921.51 Lakhs of last year. Profit after tax stood at Rs. 284.47 Lakhs as against Rs. 1021.20 Lakhs of last year.

DIVIDEND

Your Directors have not recommended dividend for the financial year ended 31st March, 2014 considering the fund requirement for future business expansion.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

a) Shri. Shailesh Sheth, Director, resigned from the Board of Directors w.e.f. 17th October, 2013. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

b) Smt. Avanti Birla, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

c) Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri. Augustine Kurias and Shri. Mohandas Shenoy Adige as Independent Directors for the terms given in the Notice of the 27th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

d) The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

II) Appropriate accounting policies have been selected and applied consistently and made judgments 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 and of the profit or loss of the Company for that period;

III) Proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

STATUTORY AUDITORS

M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Directors recommend their re-appointment to the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A''.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

LISTING COMPLIANCE

The company being listed on the Bombay Stock Exchange is complying with all the requirements of the Listing Agreements.

1. The company has received the trading approval from Bombay Stock Exchange on 9th April, 2014 for trading of 2,06,23,760 equity shares of Rs. 2/- each issued pursuant to the scheme of Amalgamation between Birla Accucast Limited (BAL) and Birla Machining & Tooling Limited (BMTL) with the Company.

2. The company has informed BSE about the withdrawal of 26,32,588 warrants to Promoters on preferential basis which was approved by the members at the 26th Annual General Meeting held on 27th September, 2013.

3. It was also informed by the company to BSE that, the Company, being the guarantor for Zenith Birla (India) Limited, has received the possession notice under Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) from State Bank of India Mumbai Branch, by which they have taken symbolic possession of the property situated at (i) District Nasik and (ii) One of the property out of three situated at Aurangabad.

OTHER MATTER

The Company has one Cutting Tool Division at MIDC, Nashik Maharashtra. This Division was merged with the Company during the financial year 2009-10. Earlier it was a division of Zenith Birla (India) Limited, as Indian Tool Manufacturers Division, erstwhile Indian Tool Manufacturers Ltd.

MIDC had allotted three plots to this Division bearing Plot No 61,62 & 63 in Satpur MIDC, Distt. Nashik. The single Lease Deed was executed between MIDC and the Division in March 1973 measuring 28419 sq. meters. There was only single possession letter issued by MIDC dated 20th October 1970 for all the above three plots together for an aggregate area 28419 sq. meters. The Division has been using all three plots and constructed buildings for its cutting tool operations on area admeasuring 4358.29 sq. Meters which is 15.34 % of total area of three plots. This construction is on plot no.62 & 63 as MIDC road separates Plot no.61 and hence it was used for non-production activities. The Division has given Undertaking to MIDC in 2011 that it will construct a building within 2 years of approval of Construction plan. But MIDC has not issued any directions in this respect.

The Division had received a Possession Notice on 6th & 29th July 2004 vide RCS No 333/2004 for Non utilization of Plot No 61. But, it has obtained temporary stay order from civil court in 2004.

The temporary "Stay Order" given by Civil Court against this notice was not confirmed & the Hon''ble Court has passed order against the Divison in 2013. It has filed an appeal no. 173/2013 in the Hon''ble District Judge Nashik, Maharashtra against the order passed by Civil Court, Nashik.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under consideration the two Divisions of the Company mainly Cutting Tool Division, Nashik and Machining & Tool Holder Division, Aurangabad have successfully executed workmen agreement for Next three Years and Casting Division agreement is under negotiation .

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Investors, Clients, Vendors, Banks, Regulatory and Government Authorities and Stock Exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

Place: Mumbai M.S. Arora A.R Kurias

Date : 14th August, 2014 Managing Director Director


Mar 31, 2012

The Directors are pleased to present the Twenty Fifth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars 2011-121 2010-11

Net sales including other Income 20213.59 11356.93

Profit before Interest, Depreciation and Tax 3630.52 2410.90

Less: Interest & Financial Charges 785.15 314.88

Less: Depreciation & Amortisation 879.64 574.05

Profit before taxation 1965.73 1521.97

Less: Provision for taxation 760.42 862.79

Profit for the year 1205.31 659.18

PERFORMANCE REVIEW

The Sales and Other Income of the Company for the financial year 2011-12 stood at Rs. 20213.59 Lakh as against last year's

Rs. 11356.93 Lakh. The Profit before tax is increased to Rs. 1965.73 Lakh as against Rs. 1521.97 Lakh of last year. Profit after tax stood at Rs. 1205.31 Lakh as against Rs. 659.18 Lakh of last year.

DIVIDEND

Your Directors have not recommended dividend for the year ended March 31, 2012 considering the fund requirement for future business expansion.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation between Birla AccuCast Limited (BAL) and Birla Machining & Toolings Limited (BMTL) with the Company and their respective shareholders has been sanctioned by the Hon'ble High Court of Bombay on March 30, 2012. The Scheme has been made effective from May 28, 2012.

The Amalgamation Committee of the Board of Directors has allotted 2,06,23,760 Equity Shares of Rs. 2/- each on July 20, 2012 to the members of BAL and BMTL in the following ratios:

BAL, 7 (Seven) Equity shares of the face value of Rs. 2/- each credited as fully paid up of the Company for every 16 (Sixteen) Equity shares of the face value of Rs. 10/- each credited as fully paid up held in BAL.

BMTL, 2 (Two) Equity shares of the face value of Rs. 2/- each credited as fully paid up of the Company for every 3 (Three) Equity shares of the face value of Rs. 10/- each credited as fully paid up held in BMTL.

SUBSIDIARY COMPANY

Your Company does not have any Subsidiary Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

Shri Shailesh Sheth, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri PVR. Murthy, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Avanti Birla was appointed as an Additional Director of the Company with effect from May 29, 2012 and holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from the member signifying his intentions to propose the appointment of Smt. Avanti Birla as a Director of the Company. Your Directors recommend her appointment.

The Remuneration Committee and the Board of Directors of the Company in their meeting held on August 13, 2012 have recommended paying commission over and above the remuneration paid to Shri M.S. Arora- Managing Director as mentioned in the notice of the Annual General Meeting subject to the approval of the shareholders of the Company and other statutory authorities.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 2I7(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed except for Accounting Standard -2, which has been explained in the para - "Auditors & Auditors' Report";

II) Appropriate accounting policies have been selected and applied consistently and made judgments 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 and of the profit or loss of the Company for that period;

III) Proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

AUDITORS & AUDITORS' REPORT

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai the Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Chaturvedi & Shah, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Thakur, Vaidyanath Aiyer & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Thakur, Vaidyanath Aiyer & Co., Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956.

The Directors recommend the appointment of M/s. Thakur, Vaidyanath Aiyer & Co., to the members at the forthcoming Annual General Meeting.

The Board of Directors explanation to the Auditors adverse remark is as follows:

Auditors Adverse Remark Directors Explanation

Cost of finished goods and goods under process of Tool Division The Tool Division of the Company has been valuing finished of the Company is determined by using retail method whereby goods and goods under process, since inception at lower of the cost is computed by reducing from the sale value of the estimated cost and net realizable value. Estimated cost is arrived inventory, the global gross margin which is not as per Accounting at using retail method which is arrived at by adjusting the selling Standard AS-2 on "valuation of Inventories" referred to in sub- price by estimated gross margin, globally for all types of products. section (3C) of Section 211 of the Act. The impact of this on the Since valuation of finished goods and goods under process is profit for the year has not been quantified. done on the same basis followed in the past, there is no effect

on the profit and loss account for the year. The company is in the process of complying with Accounting Standard AS - 2 and hopes to do the same in F.Y. 2012-13.

Fixed Assets Register as per the Companies Act, 1956 is not The Company has maintained records showing the details of maintained by the Casting Division of the Company. fixed assets, a comprehensive Fixed Assets Register as per the

Companies Act, 1956 pertaining to casting division is in the process of being compiled.

COST AUDITORS

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year. The Cost Audit Order No. 52/26/CAB/20I0 dated January 24, 2012 covers Tractors & Other Motor Vehicles (including Automotive Components) due to which some of the Company's manufacturing operations will get covered w.e.f. April I, 2012.

Based on the Audit Committee recommendations at its meeting held on May 30, 2012, the Board has approved the appointment of Mr. Jayant Galande as the Cost Auditor of the Company for the financial year 2012-13, subject to the approval of the Central Government.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 2I7(I)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure 'A'.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, I975.

MANAGEMENT DISCUSSION & ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Investors, Clients, Vendors, Banks, Regulatory and Government Authorities and Stock Exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

M.S. Arora P.V.R. Murthy Managing Director Director

Place: Mumbai

Date: August 13, 2012


Mar 31, 2010

The Directors are pleased to present the Twenty Third Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Particulars 2009-10 2008-09 (Rs.in 000) (Rs.in 000)

Net Sales including other Income 803627 273437

Profit before Interest, Depreciation and Tax 94251 46460

Less: Interest & Financial Charges 24168 8647

Profit before Depreciation and Taxation 70083 37813

Less: Depreciation & Amortisation 55017 28369

Profit before taxation 15066 9444

Less: Provision for taxation 5500 3806

Net Profit after taxation 9566 5638

Add/(Less) Prior period adjustments -- (27)

Profit for the year 9566 5611

Balance of Profit & Loss account as per last Balance Sheet 126991 124194

Add: Net surplus for the year ended 31st March, 2009 transferred from Zenith Birla (India) Limited on account of merger of Tool Division [Refer Note No. 6(2)] 42609 --

Add: Net surplus as per Scheme of Merger of Tool Division of Zenith Birla (India) Limited [Refer Note No. B (2)] 174799 --

Total Profit available for appropriation 353965 129805

Appropriation:

Transferred to General Reserve -- 942

Proposed Dividend -- 1600

Tax on Proposed Dividend -- 272

Balance carried to Balance Sheet 353965 126991



SCHEME OF ARRANGEMENT

The Scheme of Arrangement between the Company, Zenith Birla (India) Limited, Tungabhadra Holdings Private Limited and their respective shareholders has been sanctioned by the Honble High Court of Bombay on 8th January, 2010. According to the Scheme, the Tooling Business of Zenith Birla (India) Limited has been demerged from Zenith Birla (India) Limited and merged with the Company. The Scheme has been made effective from 11th February, 2010. The Appointed date of the Scheme was 1st April, 2008.

The Company in consideration for the transfer of and vesting of the assets and liabilities of the Tooling Business of Zenith Birla (India) Limited, has allotted 1,60,27,996 equity shares of Rs. 2I- each to the shareholders of Zenith Birla (India) Limited in the ratio of 2 (Two) Equity share of the face value of Rs. 2/- each credited as fully paid up of the Company, for every 5 (five) Equity shares of the face value of Rs. 10/- each held in Zenith Birla (India) Limited.

PERFORMANCE REVIEW

The Net Sales and Other Income of the Company for the Financial Year 2009-10 stood at Rs. 8036.27 lacs as against Rs. 2734.37 lacs of last year. Profit After Tax stood at Rs. 95.66 lacs as against Rs. 56.11 lacs of last year.

On account of the Scheme of Arrangement being given effect to during the year under review, the figures of the year under review are not comparable with those of the year ended 31st March, 2009.

DIVIDEND

Your Directors have not recommended dividend for the year ended 3 Ist March, 2010 considering the fund requirement for future business expansion.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

DIRECTORS

Shri M.S. Adige, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed;



II) Appropriate accounting policies have been selected and applied consistently and made judgments 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 and of the profit or loss of the Company for that period;

III) Proper and sufficient care for 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 have been taken to the best of their knowledge and ability;

IV) The annual accounts have been prepared on a "going concern basis".

AUDITORS & AUDITORS REPORT

M/s. Dalai & Shah, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. Dalai & Shah, Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Chaturvedi & Shah, Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Chaturvedi & Shah, Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224( IB) of the Companies Act, 1956.

The notes to the Accounts are self explanatory and therefore do not call for any further comments.

The Board of Directors explanation to the Auditors adverse remark is as follows:

Auditors Adverse Remark Directors Explanation

Cost of finished goods and The Tool Division of the Company has goods under process of Tool been valuing finished goods and Division of the Company is goods under process, since inception determined by using retail at lower of estimated cost and net method whereby the cost is realizable value. stimated cost is computed by reducing from arrived at using retail method the sale value of the which is arrived at by adjusting inventory, the global gross the selling price by estimated gross margin which is not as per margin, globally for all Accounting Standard AS-2 on types of products.Since valuation "valuation of Inventories" of finished goods and goods referred to in sub-section under process is done on the same (3C) of Section 211 of the there is no effect on the profit and Act. The impact of this on loss account for the year. the profit for the year has not been basis followed in the past, quantified.



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217( I )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPQRT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and Government authorities and stock exchange for their continued support. The Directors also wish to place on record their appreciation for the contribution made by business partners / associates at all levels.

For and on behalf of Board of Directors

Place: Mumbai M.S.Arora RV.R. Murthy

Date: 31 st August, 2010 Managing Director Director



 
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