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Directors Report of Bright Brothers Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present the 67th Annual Report together with the Audited Financial Statement for the year ended 31st March, 2014.

Financial Highlights:

The financial performance for the year ended 31st March, 2014 vis-a-vis performance for the previous year ended 31st March, 2013 is as under:

Particulars (Rs. in Lakhs) Year Ended Year Ended March-2014 March-2013

Net Sales and Operating Income 14982.53 14712.59

Less: Expenses 14229.39 14160.27

Operating Profit 753.14 552.32

Add: Other Income 175.47 334.27

Financial Costs 461.10 471.46

Depreciation 457.40 448.42

Profit for the Year 10.11 (33.29)

Less: Tax Related to Earlier 252.76 (43.58) Years Refund/(Expenses)

Profit / (Loss) After Tax 262.87 (76.87)

Balance of Profit of 1270.02 1478.92 previous year

Distributable profit 1532.89 1402.04

APPROPRIATIONS :

Proposed Dividend 113.60 113.60

Tax on Dividend 18.43 18.43

Balance Carried to 1400.87 1270.02 Balance Sheet

Operating Results:

The total operational income for the year ended 31st March, 2014 stood at Rs. 14982.53 lakhs as against Rs. 14712.59 lakhs in the previous year resulting in an increase of Rs. 269.94 lakhs (1.83%) as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended March 31, 2014 amounted to Rs. 753.14 lakhs as against Rs. 552.32 lakhs in the previous year showing an increase of 36%. Due to reduction in other income, the Profit for the year under review has shown a marginal increase compared to the previous year.

The Year in Reprospect:

During the period under review, the Country''s external trade has been impacted by slower than expected recovery in the developed markets. On the other hand, high inflation has impacted domestic consumption. India''s economy continued to face serious domestic as well as external challenges. The decline in the GDP growth rate as also in industrial activity and investments continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, thus putting pressure on margins. The Current Account Deficit is likely to be lower due to a steep reduction in gold imports, stable oil prices, increased exports in the second half of the year and a major reduction in Government expenditure. However, the Fiscal account deficit is still likely to be 4.5% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation include policy paralysis/executional bottlenecks and a rise in oil, coal and gold imports.

Indian Industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms and a restrictive monetary policy have contributed to a collapse in investments, thus dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates which have reduced consumer spending, reduction in expenditure, hawkish stand by RBI towards inflation have resulted in a negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

According to NCAER, India''s economic growth is likely to accelerate to 5.6% while Asian Development Bank projected India''s GDP growth rate at 5.5% for 2014-15 depending upon its ability to implement structural changes. The global economy has shown signs of recovery with improved financial conditions. The US is expected to emerge as the key growth driver with the EUROZONE turning the corner and with Japan initializing liberal financial policies. Due to this, it is expected that global growth will be higher at 3.9% compared to 3.7% in the previous year.

With an expected turnaround in developed economies, a stable Government at the Centre and considering the competitive position of the rupee, it is expected that exports of goods and services will increase.

However, during 2014-15 India faces the threat of a bad monsoon which in turn can strengthen inflation and dampen the growth spirit.

Dividend:

Your Directors are pleased to recommend a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2014 on 56,80,235 Equity Shares of Rs. 10/- each. The said Dividend, if approved by the Members, would involve a cash outflow of Rs. 132.03 lakhs comprising of Rs. 113.60 lakhs as dividend and Rs. 18.43 lakhs as tax on dividend which is at par with the previous year.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Fixed Deposits:

The Company has accepted fixed deposits from Directors and relatives of Directors under the Companies Act, 1956. The Company has not accepted any public deposits. There were no outstanding dues on account of principal and interest of fixed deposits as at the end of the year. The Company proposes to invite and accept fixed deposits from the shareholders in accordance with Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Attention of the Members is invited to the Item No. 9 in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Directorate:

Terms of appointment of Mr. Suresh Bhojwani, Managing Director of the Company expires on 31st January, 2015. Pursuant to the provisions of Section 196 and Section 197 of the Companies Act, 2013, the necessary resolution seeking the re-appointment and approving remuneration is placed before the Members in the Annual General Meeting for your approval.

During this Annual General Meeting, it is proposed to confirm the appointment of all the Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013.

At present, your Company has 3 (Three) Non-executive Directors who are Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreement. Pursuant to Section 149(4) of the Companies Act, 2013, every listed Company shall have one third of its total strength of the

Board of Directors as Independent Directors. Based on the present Composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) three (3) Non executive Directors will be seeking an appointment as Independent Directors at the ensuing Annual General Meeting. Consequent to appointment as Directors, they will occupy the position of Independent Directors.

The Company has, pursuant to the provisions of Clause 49 of Listing Agreement entered into with Stock Exchange appointed Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy as Independent Directors of the Company. The Company has received declarations from the said Independent Directors confirming that they meet the criteria prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office for a period of five consecutive years.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure III.

Management Discussion and Analysis:

Management discussion and analysis of the financial conditions and result of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with Stock Exchange is given in a separate statement in the Annual Report in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from operative Management, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(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 and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit or loss 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a going concern basis.

Auditors:

At the ensuing Annual General Meeting, Members will be required to appoint Auditors for the financial year 2014-15. M/s Desai & Saksena, Chartered Accountants, the existing Auditor have furnished a certificate that if re-appointed for the financial year 2014-15, their re-appointment will be in accordance with Section 139 of the Companies Act, 2013.

The Board recommends their re-appointment. Members are requested to consider their re-appointment as Auditors of the Company for the current financial year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related record of the Company as prescribed under Companies Act, 2013 and to provide a report in this regard.

M/s. Kiran Martin Golla & Associates is appointed as Secretarial Auditor of the Company by the Board of Directors of the Company at its meeting held on 30th May, 2014 to carry out the necessary audit as required under the Companies Act, 2013.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crores in the immediately preceding financial year and engaged in specific industries are required to have the Cost Accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly, the Board at their meeting held on 30th May, 2014 had on the recommendation of Audit committee appointed M/s. S. R. Singh & Co., Mumbai as Cost Auditors of the Company. They will audit the cost records for the year 2014-15.

The Company has filed the Cost Audit Report for the year 2012-13 with the Ministry of Corporate Affairs on 29th October, 2013.

Particulars of Employees:

There is no employee covered under Section 217(2A) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975.

Companies Act, 2013:

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. As per clarification given by Ministry of Corporate Affairs, the Board''s Report and the Financial Statement of the Company were prepared as per the provisions of Companies Act, 1956.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation towards the contribution made by the employees at all levels and for their dedication and commitment to the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board of Directors SURESH BHOJWANI Chairman & Managing Director

Place : Mumbai Date : 30th May, 2014


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 66th Annual Report with the audited accounts for the year ended 31st March, 2013.

The Year in Reprospect:

The year under review was a challenging year; the Indian economy continued to face serious domestic as well as external challenges. The decline in the growth rate of Gross Domestic Product (GDP), as also in industrial activity and investments, continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, putting pressure on margins. The Fiscal Deficit is likely to be lower due to reduction in the oil subsidy and reduction in Government Expenditure. However, the Current Account Deficit is likely to be 5.2% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation includes policy and executional bottlenecks, rise in oil, coal and gold imports, deceleration of export and profit repatriation surge by MNC''s.

Indian industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms, and a restrictive monetary policy have contributed to a collapse in investment dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates, reduction in rural spending by Government, high inflation and lower discretionary spending have resulted in negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

With Government pursuing fiscal consolidation, non food inflation pressures are finally moderating. With the expected reduction in interest rates by RBI, it is expected that growth will bounce back and the economy will achieve the growth rate of 6% in the year 2013-14.

Financial Performance:

A snapshot of your Company''s financial performance for the year ended 31st March, 2013 vis-a-vis performance for the previous year ended 31st March, 2012 is as under:

(Rs.n Lakhs)

Particulars Year Ended Year Ended March-2013 March-2012

Net sales and operating income 14712.59 12044.03

Less: Expenses 14160.27 11466.37

Earning before depreciation and finance costs 552.32 577.66

Other non-operational Income 334.27 358.23

Finance costs 471.46 312.60

Depreciation and amortization expenses 448.42 326.84

Profit/(loss) before tax (33.29) 296.45

Tax expenses (43.58) 67.34

Profit/(loss) after tax (76.87) 229.11

Profit brought forward from previous Years 1478.92 1401.84 Profit available for appropriation 1402.05 1630.95

APPROPRIATIONS:

General reserve 20.00

Proposed dividend 113.60 113.60

Corporate tax on dividend 18.43 18.43

Balance carried forward 1270.02 1478.92

Dividend:

The Board of Directors have recommended a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2013 on 56,80,235 Equity Shares of Rs. 10/- each subject to the approval of the members at the ensuing Annual General Meeting even in the absence of profit for the year, from and out of the balance available in Profit & Loss account for appropriation both as an investor friendly measure and to reflect a measure of confidence in the future. The said Dividend, if approved by the Members, would involve a cash flow of Rs. 132.03 lakhs including tax on dividend. (PY Rs. 132.03 lakhs).

Operational and Financial Highlights:

The operational and financial working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2013. The amount of fixed deposits held by the Company as on 31st March, 2013 was Rs. 291.30 lakhs of which Rs. 154.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. T S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The brief resume of the Director and other connected information have been detailed in the notice convening this Annual General Meeting. The Board recommends his appointment as a Director of the Company.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

The Directors, based on the representation received from the operating management and in accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, hereby confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that there are no material departures from the same.

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March, 2013 and of the loss of the Company for year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a "going concern basis".

Auditors:

M/s. Desai Saksena and Associates, Chartered Accountants, hold office until the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and is not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Board recommends their re-appointment.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January, 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 31st May, 2013 had on the recommendation of Audit Committee appointed M/s. S. R. Singh & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2013-14.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provision of Sections 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and other entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company Secretary at Registered Office of the Company.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation of the contribution made by the employees at all levels and for their dedication and commitment to the Company The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

On behalf of the Board of Directors,

For Bright Brothers Ltd.

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai

Date : 31st May, 2013


Mar 31, 2012

The Board of Directors have great pleasure in presenting to you the 65th Annual Report on the business and operations of your Company together with the Audited statement of accounts for the year ended 31st March, 2012.

Financial Performance:

(Rs in Lakhs)

Particulars Year Ended Year Ended

March-2012 March-2011

Net Sales and Operating Income 12004.07 12739.22

Less: Expenses 11439.40 12013.71

Operating Profit 564.68 725.52

Add: Other Non-operational Income 373.15 378.91

Earning Before Interest, Depreciation and Taxes 937.83 1104.43

Financial Expenses 312.60 326.55

Depreciation 326.84 277.71

Profit Before Tax 298.39 500.16

Tax Expenses 69.28 346.21

Profit After Tax 229.11 153.95

Balance brought forward from previous year 1401.84 1395.36

Balance available for Appropriation 1630.95 1549.31 Apropriations:

Transfer to General Reserve 20.00 15.00

Proposed Dividend on Equity Shares 113.60 113.60

Tax on Dividend 18.43 18.87

Profit & Loss balance carried forward to balance sheet 1478.92 1401.84

Dividend:

Your Directors are pleased to recommend a dividend of Rs 2/- per equity share for the year ended 31st March, 2012 on 56,80,235 equity shares of Rs 10/- each subject to the approval of the members at the ensuing Annual General Meeting. The said Dividend, if approved by the Members, would involve a cash flow of Rs 132.03 lakhs including tax on dividend, as against Rs 132.47 lakhs for the previous year.

Operational & Financial Highlights:

The operational working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

The turnover of the Company has shown a marginal decrease of 5.76% in value terms but in volume terms it has shown a 15% reduction. The Company operations suffered due to fire at Faridabad Unit in the month of April-2011 which has resulted in loss of capacity. In addition to this, the Refrigerator business has declined during the year by 15% due to a demand slump. These two factors have resulted in lower turnover and volume growth. The operational profit during the year has reduced by 22% due to higher operational costs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2012. The amount of fixed deposits held by the Company as on 31st March, 2012 was Rs 322.15 lakhs of which Rs 144.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. K.R Rao, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

During the year, the Insurance Company has settled the claim on account of fire in respect of our Faridabad plant. The loss on account of Stock was Rs 32 lakhs whereas in case of Fixed Assets the Company has received an excess amount over WDV of Rs 38 lakhs.

All the assets of the Company are fully insured against major risks.

Directors' Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors:

The retiring Auditors M/s. Dhody & Associates, Chartered Accountants, (Firm Regn. No. 003837C) have informed the Company that they do not wish to seek reappointment as Auditor at the ensuing Annual General Meeting. The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 24th May, 2012 proposed the appointment of M/s. Desai Saxena & Associates, Chartered Accountants (Firm Regn. No. 102358W), Mumbai, as Statutory Auditors for the year 2012-13 in place of retiring auditors.

Cost Auditor:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the Cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 24th May, 2012, had on the recommendation of Audit committee of directors appointed M/s. Gangan & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2012-13.

Particulars of Employees:

During the year, there were no employees, who drew remuneration more than the limits specified under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai Date : 24th May 2012


Mar 31, 2011

The Members,

The Directors have great pleasure in presenting to you the 64th Annual Report together with Audited statement of Financial Accounts for the financial year ended 31st March 2011.

Financial Performance:

(? in Lakhs)

Particulars Year Ended Year Ended

March-2011 March-2010

Net Sales and Operating Income 12739.22 9892.16

Less: Expenses 12013.70 9458.01

Operating Profit 725.52 434.15

Add: Other Income 378.91 341.27 Profit Before Interest, Depreciation and Taxes 1104.43 775.42

Financial Expenses 326.55 272.04

Depreciation 277.71 197.98

Profit Before Tax 500.16 305.39

Less: Provision for tax (Including Deferred Tax) 80.22 20.00

Wealth Tax 2.00 2.23

Tax for prior period 263.99 -

Profit After Tax 153.95 283.16

Balance brought forward from previous years 1395.36 1266.02

Adjustments for prior period - (2.95)

Balance available for Appropriation 1549.32 1546.23

Appropriations :

Transfer to General Reserve 15.00 15.00

Proposed Dividend on Equity Shares 113.60 116.13

Corporate Tax on Dividend 18.86 19.74

Balance carried to Balance Sheet 1401.84 1395.36

Dividend:

Your Directors are pleased to recommend a dividend of ? 2/- per Equity share for the year ended 31st March 2011 on 56,80,235 Equity Shares of ? 10/- each subject to the approval of the Shareholders at the ensuing AGM. The Dividend payout, including tax on dividend of ? 18.86 lakhs will be ? 132.47 lakhs compared to ? 135.86 lakhs in the previous year.

Operational & Financial Highlights:

Up to third quarter of 2010-11, the Indian economy in general and Consumer Durable industry in particular has displayed growth and buoyancy but from the end of third quarter onwards the high finance cost, surging commodity prices and inflation kept the market conditions fiercely competitive and exerted relentless pressure on margins.

During the year the gross turnover has increased from ? 106.78 cr to ? 139.09 cr an increase of 30.25%. The operating profit has increased from ? 4.34 cr. to ? 7.25 cr., increase of 67%. The operational performance has improved mainly due to higher turnover, full year operation of Bhimtal unit compared to eight months operation for the previous year and better control on operational parameters.

In spite of reduction in investible surplus fund, due to higher yield from investment in Inter Corporate Deposit and units of mutual fund from third quarter onwards, the other income has increased from ? 3.41 cr. to ? 3.79 cr.

On working capital front, the Company continues to focus on the efficient management of stock and sundry debtors.

Based on the future projected requirements by our existing customers and to meet the requirements of Material handling Division, the Company has carried out major capital expansion at both the plants i.e. Faridabad and Puducherry, mainly for increasing the installed capacity and partly for replacement of old machines with a view to increase the productivity and reduce the power cost. The funding for the same has been met from a mixture of internal generation and surplus funds. This expansion will help us in reducing dependency on third party for job work and improve the responsiveness to meet the timely requirement of the customers.

Higher payout ratio of dividend and utilization of reserve for buy back of equity shares has resulted in marginal increase in free reserve by ? 27 lakhs.

Management Discussion and Analysis:

A detailed Management Discussion and Analysis of operations for the year under review, as stipulated under Clause 49(F) of the Listing Agreement with the Stock Exchange, is provided in annexure to this report.

Buy-Back of Shares:

During the year the Company completed the buyback of Equity shares on June 25, 2010, which had commenced on December 29, 2009. In the current year the Company bought back 1,26,332 shares for a sum of ? 61.02 lakhs (Excluding brokerage and other charges). On completion of the buyback process the total number of Equity shares bought back were 2,95,295 shares for ? 142 lakhs (excluding brokerage and other charges), which represented 31.55% of the total Buy-back size of ? 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March 2011. The amount of fixed deposits held by the Company as on 31st March 2011 was ? 363.75 lakhs of which ? 140.45 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Byram Jeejeebhoy, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machineries and other fixed assets are adequately insured against risk of fire and other risks.

On 16th April 2011 there was a major fire at our Faridabad unit which has substantially burnt our Finished goods and Work in progress stock, physical records, Computer hardware and software and other electrical installations. The damage to plant & machinery was not substantial due to which the Company could normalize the operation within a week.

The Company has filed the claim and the Board is confident of getting substantial relief from the Insurance Company.

Directors Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to the material departures.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2011 and of the profits made by the Company for that financial year.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors Report:

Under para 4 of the Auditors Report the Auditors have qualified the report in respect of Faridabad Unit for non-availability of accounting records due to fire at the unit on 16th April, 2011.

In this respect, the Board would like to state that as a result of the fire, the management could not produce the relevant vouchers and other records for verification. However, based on the Internal Audit Report for Stock Audit as on 31st March, 2011, accounting data which was available upto the date of fire and subsequent reconciliation with the parties, the management submitted the financial statements which reflect the true and fair view of the accounts of the Company. The Board assumes full responsibility for incorporating the said financial statements in the Annual Accounts.

Auditors:

The Companys Auditors, M/s. Dhody & Associates, Chartered Accountants, bearing Firm Registration No. 003837C hold office upto the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for reappointment, on terms to be negotiated by the Audit Committee of the Board of Directors. They have furnished the requisite certificate that their re-appointment, if effected, will be in accordance with Sec. 224(1B) of the Companies Act, 1956

Particulars of Employees:

The Industrial relations during the year remained peaceful and cordial

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Internal Control Systems:

The Company has in place adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audit of all the units of the Company are regularly carried out to review the internal control systems and the Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

The Company has undertaken a detailed exercise to revisit its control system in technical and other non-financial area to align them properly with Management Information System. The maintenance of proper accounting records, safeguarding assets against loss and misappropriations, compliance of applicable law, rules and regulations and providing reasonable assurance against fraud will continue to remain central point of the entire control system.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company.

On behalf of the Board of Directors

SURESH BHOJWANI

Chairman & Managing Director

Place: Mumbai

Date : 8th June, 2011




Mar 31, 2010

The Directors have pleasure in presenting their 63rd Annual Report together with Audited statement of Financial Accounts for the year ended March 31, 2010.

Financial results:

(Rs. in lakhs)

Particulars April-2009 to Jan-2008 to March-2010 March-2009 (12 months (15 months ended) ended)

Sales and Operating Income (Net) 9892.16 8865.87

Less: Expenses 9441.86 8823.44

Operating Profit 450.30 42.43

Add: Other Income 341.27 584.98

PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 791.56 627.40

Financial Charges 272.04 325.54

Depreciation 197.98 160.61

PROFIT/(LOSS) BEFORE TAX 305.39 (25.05)

Less: Provision for tax (Including Deferred Tax) 20.00 444.80

Wealth Tax 2.23 --

PROFIT/(LOSS) AFTER TAX 283.16 (469.84)

Balance brought forward from previous year 1266.02 2175.69

Adjustments for prior period (2.95) --

Balance available for appropriation 1546.23 1705.84

APPROPRIATIONS:

General Reserve 15.00 200.00

Capital Redemption Reserve -- 100.00

Proposed Final Dividend on Equity Shares 116.13 119.51

Corporate Dividend Tax 19.74 20.31

Total 150.87 439.82

Balance Carried to Balance Sheet 1395.36 1266.02

Dividend:

Your Directors recommend a dividend @ 20% (Rs. 2/- per Equity share of Rs. 10/- each) for the year 2009-10 which will absorb a sum of Rs. 135.87 lakhs, together with Corporate dividend tax subject to the approval of members in the ensuing Annual General Meeting.

Operations and Financial Results:

The period under review is for twelve months compared to the fifteen months for the last year. Due to this the figures are not comparable.

During the year the Company has achieved substantial improvement both in turnover and operating profit. The operating profit has jumped from Rs. 42.43 lakhs to Rs. 450.30 lakhs during the current year. The detailed analysis of the units are given in Management Discussion and Analysis Report.

Acquisition of Bhimtal Unit:

During the year w.e.f. 2nd August, 2009, the Company acquired the water purifier component manufacturing business from M/s. Vijetha Polytek Pvt. Ltd. under slump sale basis located at Bhimtal, in the State of Uttaranchal. The investment made by the Company for this is Rs. 709.85 lakhs. The strategy behind acquisition of the said unit was to widen the product portfolio, the customer base and to deploy the funds for better yield.

The unit enjoys operational benefits due to lower overheads on account of power and personnel cost, proximity to customer and other fiscal concessions. During the year the unit achieved good turnover and profitability, which has helped in improving the performance of the Company. The tax holiday enjoyed by the unit has resulted in reducing the Income-tax liability.

Buy-Back of Shares:

During the year the Company announced Buy-back of shares from open market through Stock Exchange mechanism. Till 31st March, 2010 the Company has bought back 168963 shares out of which 133149 shares have been extinguished and the remaining shares were extinguished in the first week of April 2010. As on the date of the report the Company bought back 2,94,900 shares and has expended Rs. 141.81 lakhs (excluding brokerage and other charges), which represents 31.51% of the total Buy-back size of Rs. 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2010. The amount of fixed deposits held by the Company as on 31st March, 2010 was Rs. 340.50 lakhs, of which Rs. 140.55 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Dr. T. S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines. The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing requirements and have certified the compliance as required under SEBI guidelines. The Certificate is reproduced as Annexure to this Report.

Report on Corporate Governance as well as Management Discussion and Analysis are attached herewith and forms part of the Directors Report in compliance with Clause 49 of the listing agreement.

Secretarial Audit:

As directed by Securities and Exchange Board of India (SEBI) Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of the Secretarial Audit have been satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2010; the applicable accounting standards have been followed along with the proper explanation relating to material departure.

2. They have followed such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

4. They have prepared the annual accounts on a going concern basis.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machinery and other fixed assets are adequately insured against risk of fire and other risks.

Auditors:

M/s. Dhody & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed and have further confirmed that the said appointment would be in conformity with the provisions of the Section 224(1B) of the Act.

Members are requested to re-appoint M/s. Dhody & Associates, Chartered Accountants as the Auditors of the Company and authorize the Audit committee to fix their remuneration.

Industrial Relations:

During the year the industrial relations were cordial and harmonious and the management received full co-operation from the employees.

Particulars of Employees:

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgement:

Your Directors place on record their appreciation for the contribution of the employees at all levels and for the support of shareholders, customers, suppliers and business partners.

For and on behalf of the Board SURESH BHOJWANI

Chairman & Managing Director Place : Mumbai Date : 28th May, 2010

 
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