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Directors Report of Everest Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Eighty Second Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in lacs) Financial year ended particulars standalone Net revenue from operations & Other Income 124,095.26 104,758.85

profit before depreciation & Finance costs 9,239.09 5,219.09

Less : depreciation 2,542.36 2,672.04

- Finance costs 1,869.47 1,256.90

profit before Tax 4,827.26 1,290.15

Tax Expense 1,406.63 375.19

Profit for the year 3,420.63 914.96

add: Balance in profit & Loss account 18,302.48 17,923.85

profit available for appropriation 21,723.11 18,838.81

Appropriations:

General reserve 350.00 91.90

dividend 764.55 379.87

tax on dividend 152.87 64.56

Closing Balance 20,455.69 18,302.48

consolidated

Net revenue from operations & 124,172.28 104,758.86 Other Income

profit before depreciation & 9,241.84 5,206.22 Finance costs

Less : depreciation 2,542.36 2,672.04

- Finance costs 1,869.47 1,256.90

profit before Tax 4,830.01 1,277.28

Tax Expense 1,407.04 375.19

Profit for the year 3,422.97 902.09

add: Balance in profit & 18,289.61 17,923.85 Loss account

profit available for 21,712.58 18,825.94 appropriation

Appropriations:

General reserve 350.00 91.90

dividend 764.55 379.87

tax on dividend 152.87 64.56

Closing Balance 20,445.16 18,289.61

DIVIDEND

the Board of directors have recommended a dividend of 50% i.e. Rs.5/- per equity share of Rs.10/- each for the Financial year ended 31st march, 2015 subject to approval of the shareholders. the total outgo on account of dividend including tax on dividend will be Rs.917.42 Lacs as against Rs.444.43 Lacs for the previous financial year.

PERFORMANCE REVIEW

Indian economy witnessed sluggish growth in the first half of 2014. Economic growth and capital investment slowed down due to high interest rates, inflation etc. signs of recovery started showing up in the second half. despite the constraints, the company recorded improved performance. the Highlights of the company's standalone performance are as under:

1. driven by growth in both the business segments the revenue from operations during the year at '1,23,049.54 lacs was up 18.86% as compared with '1,03,525.16 lacs in 2013-14. Building products and steel building segments recorded a growth of 14.27% and 31.47% respectively in the top line.

2. production volume recorded healthy growth in both business segments.

a. In building products segment the production at 7,44,164 MT was higher by 21.9% over 6,10,614 MT in 2013-14.

b. In steel buildings segment the production at 31,969 MT was up by 15.5% over 27,677 MT in 2013-14.

3. Operating profit (EBIDTA) at Rs.8,193.37 lacs was up by 105.6% over '3,985.40 lacs in 2013-14

4. Improved operating performance increased profit before Tax by 274.16% to '4,827.26 lacs compared to '1,290.15 lacs in the earlier year.

5. cash profit was '6,155.53 lacs as compared to '3,962.19 lacs in the previous year.

The consolidated revenue from operations of the company for the year ended 31st March, 2015 was Rs.1,23,126.43 lacs up by 18.93% from Rs.1,03,525.16 lacs in the previous year.

The consolidated operating profits before other income and depreciation increased by 132.97% on a year on year basis from '2,715.62 lacs in the previous year to '6,326.52 lacs in the current year. profit after tax was higher by 279.45% at '3,422.97 lacs as against Rs.902.09 lacs in the previous year.

TRANSFER TO RESERVES

The company proposes to transfer Rs.350.00 lacs to the general reserves.

NEWLY COMMISSIONED PROJECT

during the year, the company's steel Building plant at dahej, gujarat has commenced commercial production.

NEW PROJECTS

The company is in the process of setting up of a 72,000 M.T. p.A. Fibre cement Boards plant in uAE through its wholly owned subsidiary company in Mauritius to cater the Middle East Markets.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st march, 2015 and of the profit of the company for the 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, 2013 ('Act') for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a 'going concern' basis;

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr. M.L. Gupta, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors in their meeting held on 25th March, 2015 have re-appointed Mr. Y. Srinivasa Rao as Whole Time Director designated as Executive Director of the Company for a period of five years w.e.f. 23rd April, 2015 to 22nd April, 2020 subject to the approval of the shareholders of the Company. The resolution pertaining to his re-appointment & the remuneration payable to him is set out at item no. 5 of the Notice and relevant Explanatory Statement.

The salary of Mr. A.V. Somani, Chairman and Mr. Manish Sanghi, Managing Director has been revised w.e.f. 1st April, 2015 as set out in item nos. 6 & 7 of the notice respectively and relevant Explanatory Statement. The resolutions are commended to the Members for approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors in their meeting held on 30th July, 2014 had fixed the term of Independent Directors to a maximum period of 9 years on the Board of the Company. Mr. Sandeep H Junnarkar, Director of the Company on completion of nine years on the board of the Company resigned w.e.f. 7th November, 2014.

The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr. Sandeep H Junnarkar during his tenure as Director of the Company.

During the year, Mr. Manish Sanghi, Managing Director, Mr. Rakesh Kumar Gupta, Chief Financial Officer and Mr. Neeraj Kohli, Company Secretary have been designated as Key Managerial personnel w.e.f. 1st April, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the drafts forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

During the year, the Company has conducted Familiarization Programme for the Independent Directors. The Familiarization programme Module is available on the Company's website at http://www.everestind.com/about-us/board-directors

SUBSIDIARIES

The Company has three subsidiaries viz., Everest Building Products in Mauritius, Everestind FZE in Jebel Ali Free Zone, Dubai, UAE and Everest Building Products LLC in Ras Al Khaimah, UAE. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Board's Report as Annexure - 1.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. A separate Report on Corporate Governance along with Certificate from M/s. Tanuj Vohra & Associates, Practicing Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into a contract / arrangement with M/s. Simplex Infrastructures Limited in the ordinary course of business and on arm's length basis. As per the Policy on materiality of related party transactions and dealing with related party transactions, the contract with M/s Simplex Infrastructures Limited is not a material related party transaction. Therefore, disclosure in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.everestind.com/about-us/share-holder- information.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. the csR policy may be accessed on the Company's website at the link: http://www. everestind.com/corporate-social-responsibility. the Company has identified four focus areas of engagement which are as under:

1. Environmental sustainability

2. Employment enhancing vocational skills

3. Health, hygiene & sanitation

4. promotion of education

5. promotion of sports

the Company would also undertake other need based initiatives in compliance with schedule vII to the Act. During the year, the Company has spent Rs.44.50 Lacs out of Rs.110.56 lacs on CsR activities. As the Company was in the process of setting up a frame work for undertaking CsR activities and identifying CsR projects thus it could not spend 2% of the average net profit of the Company. the financial data pertaining to the Company's CsR activities for the Financial Year 2014-15 is attached in the prescribed format in Annexure -2 to the Board's Report.

the Company has formed a trust by the name 'Everest Foundation' on 31st March, 2015 to undertake CSR activities on behalf of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31,2015 with regard to the Employees' Stock Option Schemes (ESOS) are provided in Annexure 3 to the Board's Report.

The Company has received certificates from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificates would be placed at the Annual General Meeting for inspection by the members.

AUDITORS

At the Annual General Meeting held on 30th July, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 84th AGM, to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2015-16 is placed for ratification by the shareholders.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records.

The Board of Directors on the recommendation of Audit Committee has appointed M/s. Chandra Wadhwa & Co., Cost Accountants as Cost Auditor to audit the cost records of the Company for the financial year 2015-16. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

The Board has appointed M/s Tanuj Vohra & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2014-15 is attached as Annexure 4 to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. M.L. Narula (Chairman), Mr. M.L. Gupta (Member), Mr. B.L. Taparia (Member) and Mrs. Bhavna G Doshi (Member). For details, please refer to Corporate Governance Report attached to this report.

NOMINATION AND REMUNERATION COMMITTEE

The Committee oversees and administers executive compensation, operating under the policy adopted by the Board.

The Nomination and Remuneration Committee of the Board comprises of Mr. M.L. Narula (Chairman), Mr. M.L. Gupta (Member), Mr. Amitabh Das Mundhra (Member) and Mr. B.L. Taparia (Member). For details, please refer to Corporate Governance Report attached to this report.

The Nomination and Remuneration Committee has framed the Nomination, Remuneration and Board Diversity Policy. A copy of Nomination, Remuneration and Board Diversity Policy is appended as Annexure 5 to the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid out the Company's policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the Committee.

The CSR Committee of the Board comprises of Mr. A.V. Somani (Chairman), Mr. M.L. Gupta (Member), Mr. M.L. Narula (Member), Mr. Manish Sanghi (Member) and Mr. Y. Srinivasa Rao (Member). The CSR Policy is available on Company's website at the link: http://www.everestind.com/corporate-social-responsibility.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

The Stakeholders Relationship Committee of the Board comprises of Mr. M.L. Gupta (Chairman), Mr. A.V. Somani (Member) and Mr. Manish Sanghi (Member).

VIGIL MECHANISM POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement for directors and employees to report concerns about unethical behavior, actual or suspected fraud. protected disclosures can be made by a whistle blower in writing to the Ombudsman and under the said mechanism no person has been denied direct access to the chairperson of the audit committee.

the vigil mechanism policy may be accessed on the company's website at the link: http://www.everestind.com/about-us/share- holder-information.

RISK MANAGEMENT

During the year, directors have framed a Risk management policy to mitigate the risks. the company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Quarterly risk analysis reports are reviewed and discussed in the Board meetings.

INTERNAL FINANCIAL CONTROLS

the company has in place adequate internal financial controls with reference to financial statements. during the year, such controls were tested and no reportable material weakness in the design or operation were observed.

NUMBER OF MEETINGS OF THE BOARD

the Board met six times during the Financial Year 2014-15, the details of which are given in the corporate Governance report that forms part of this annual report. the intervening gap between any two meetings was within the period prescribed by the companies act, 2013 and Listing agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

the details of investments covered under the provisions of section 186 of the companies act, 2013 are disclosed in the Note No. 2.10 to the standalone Financial statement. the company has not given any loans, and guarantees under section 186 of the act during the Financial year 2014-15.

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

the required particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required are appended as annexure 6 to the Board's report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the companies act, 2013, and Extract of annual return in the prescribed format is appended as annexure 7 to the Board's report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of section 197(12) of the act read with rules 5(2) and 5(3) of the companies (appointment and remuneration of managerial personnel) rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in annexure 8 to the Board's report.

disclosures pertaining to remuneration and other details as required under section 197(12) of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are provided in the annexure 9 to the Board's report.

GENERAL

your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. details relating to deposits covered under chapter v of the act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except EsOs referred to in this report.

4. neither the Managing Director nor the whole-time directors of the company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company's operations in future.

your Directors further state that during the year under review, there were no cases filed pursuant to the sexual Harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

HUMAN RESOURCES

the company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Everest's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspiration during the year.

INDUSTRIAL RELATIONS

during the year, the industrial relations at all the works of the company were cordial.

ACKNOWLEDGEMENT

your Directors wish to place on record their gratitude to the company's business associates, trade partners, dealers, customers, shareholders, vendors, bankers, technology providers and other stakeholders all over India and overseas for the continued support and co-operation extended by them to the company during the year. your Board also thanks the Government of India, state Governments and other Government authorities for their continued support and encouragement to the company and look forward to their support in future.

your Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the company's motivated team members from all Zones, works and Offices.

For and on behalf of the Board

Manish Sanghi Y. Srinivasa Rao managing Director Executive Director

mumbai, 22nd april, 2015


Mar 31, 2013

To The Members of Everest Industries Limited

The Directors have pleasure in presenting the Eightieth Annual Report together with the Audited Financial Statements for the financial year ended 31 March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended Particulars 31.03.2013 31.03.2012

Net Revenue from operations & 1,02,288.54 90,465.15 Other Income

Profit before Depreciation & 10,653.38 9,855.10

Finance Costs

Less : Depreciation 2,205.24 2,008.16

Finance Costs 557.99 443.75

Profit before Tax 7,890.15 7,403.19

Taxation 2,640.18 2,126.98

Profit for the year 5,249.97 5,276.21

Add: Balance in Profit & Loss 14,531.51 11,014.81

Account

Profit Available for Appropriation 19,781.48 16,291.02

Appropriations:

General Reserve 525.00 530.00

Dividend 1,139.05 1,057.89

Ta x on Distributed Profits 193.58 171.62

Closing Balance 17,923.85 14,531.51



DIVIDEND

The Board of Directors have recommended a dividend of 75% i.e. Rs. 7.50/- per equity share of Rs. 10/- each for the Financial Year 31 March, 2013 subject to approval of the shareholders. The total outgo on account of dividend including tax on dividend will be Rs. 1,333 Lacs as against Rs. 1,230 Lacs for the previous financial year.

PERFORMANCE REVIEW

The year 2012-13 proved to be a challenging year amidst global economic uncertainty. In India, economic growth and capital investment slowed down due to high interest rates, inflation and drought in some parts of the country. Despite these constraints, the Company performed well. Highlights of the performance are:

1. Revenue from operations increased by 14.35% to Rs. 1,014.13 Crores.

2. PBDT increased by 7.28% to Rs. 100.96 Crores.

3. Profit before Tax increased by 6.57% to Rs. 78.90 Crores.

4. Cash profit was Rs. 74.55 Crores.

5. Production of Fibre Cement Products increased by 6.1% to 696,772 MT

6. Production of Steel Buildings increased by 4.4% to 24,485 MT.

NEWLY COMMISSIONED PROJECT

The Company''s fibre cement products plant at Baleshwar, Odisha is completed and under trial run. Commercial operation is expected to commence soon. The plant capacity is 1,00,000 MT annually.

NEW PROJECTS

The Company has made significant progress in setting up a metal roofing plant at Ranchi and trial production is likely to commence soon.

The Company has decided to expand the Steel Buildings business by setting up a Pre-engineered Building plant at Dahej Industrial Estate, Phase III in Gujarat at a cost of Rs. 50 Crores with an annual capacity of 30,000 MT. Land for the same has been allotted by the Govt. of Gujarat. This unit will cater to the needs of industry in Western India, especially Gujarat.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31 March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2013 and of the profit of the Company for the year ended on that date;

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

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Aditya Vikram Somani and Mr. M.L. Narula, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors in their meeting held on 9 May, 2013 have re-appointed Mr. Aditya Vikram Somani as Whole Time Director designated as Chairman of the Company for a period of three years w.e.f. 21 June, 2013 to 20 June, 2016 and Mr. Manish Sanghi as Managing Director of the Company for a period of three years w.e.f. 1 October, 2013 to 30 September, 2016 subject to the approval of the shareholders of the Company. The resolutions pertaining to their re-appointment & the remuneration payable to them are set out in Item nos. 6 & 7 respectively of the Notice and relative Explanatory Statement.

The Board of Directors at its meeting held on 9 May, 2013 appointed Mr. B. L. Taparia as Additional Director of the Company w.e.f. 10 May, 2013, who holds the office up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice from a member under Section 257 of the Companies Act, 1956, proposing his candidature for appointment as the Director of the Company. Your Directors are of the opinion that his presence as Director on the Board would be of immense benefit to the Company. His appointment as Director of the Company is liable to determination by retirement by rotation.

The Board of Directors in their meeting held on 21 June, 2010 had adopted non mandatory requirement of the Clause 49 of the Listing Agreement regarding tenure of Independent Directors. The Board decided that the tenure of Independent Directors shall be limited to a maximum period of nine years on the Board of the Company. In terms of the aforesaid requirement, the tenure of Mr. Mohanlal Bhandari, Director of the Company will expire on 6 July, 2013.

The Directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Mohanlal Bhandari.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

AUDITORS'' REPORT

The Auditors observations are self explanatory and are suitably explained in Notes to the Accounts. The Auditors'' Report to the shareholders does not contain any qualifications.

CORPORATE GOVERNANCE

The Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with

Certificate from M/s. Tanuj Vohra & Associates, Practicing Company Secretaries on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure – B forming an integral part of this Report.

EMPLOYEES'' STOCK OPTION SCHEMES

The Company has already implemented the ESOS-2007, ESOS-2008, ESOS-2009, ESOS-2010, ESOS-2011 and ESOS-2012. The exercise period of ESOS-2007 has expired on 29.1.2013. Details of these Employees'' Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors'' Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

During the year, the industrial relations at all the works of the Company were cordial, except at Lakhmapur Works. The strike at Lakhmapur Works was called off by the Union w.e.f. 18 January, 2013.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the Company''s business associates, trade partners, dealers, customers, shareholders, vendors, bankers, technology providers and other stakeholders all over India and overseas for the continuous support and co-operation extended by them to the Company. Your Board also thanks the Government of India, State Governments and other Government Authorities for their continuous support and encouragement to the Company and look forward to their support in future as well.

The Directors especially wish to place on record their sincere appreciation of the efficient services rendered by the Company''s motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

Manish Sanghi Y. Srinivasa Rao Managing Director Executive Director

(Operations)

Mumbai, 9 May, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Seventy Ninth Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Net Revenue from operations 88,686.12 72,309.51

Other Income 1,779.03 1,164.85

Profit before Depreciation & Finance Costs 9,855.10 7,770.24 Less:

- Depreciation 2,008.16 1,889.60

- Finance Costs 443.75 562.56

Profit before Tax 7,403.19 5,318.08

Less:

- Current Tax 2,145.84 1,318.69

- Deferred Tax (18.86) (70.95)

Profit after Tax 5,276.21 4,070.34

Add: Surplus of earlier years brought forward 11,014.81 8,150.31

Profit available for Appropriation 16,291.02 12,220,65 Appropriations:

General Reserve 530.00 410.00

Dividend 1,057.89 686.94

Tax on Distributed Profits 171.62 108.90

Surplus carried to Balance Sheet 14,531.51 11,014,81

DIVIDEND

Your Directors are pleased to recommend a dividend of 70% i.e. Rs. 7/- per equity share of Rs.10/- each. The total quantum of dividend, if approved by members, will be Rs. 1057.89 Lacs, while Rs. 171.68 Lacs will be paid by the Company towards dividend tax and surcharge on the same on the equity shares of the Company as at 31st March, 2012. Dividend will be tax free in the hands of the shareholders.

OPERATIONS REVIEW

Net Revenue from operations was Rs. 886.86 Crores as compared to Rs. 723.10 Crores during the previous year. The profit after tax during the year at Rs. 52.76 Crores was higher as compared to the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement and to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm:

i) that in the preparation of the annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed Along with proper explanation relating to material departures, if any;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

The Board of Directors in their meeting held on March 30, 2012 have re-appointed Mr. Y. Srinivasa Rao as Executive Director (Operations) of the Company for a period of three years w.e.f. April 23, 2012 to April 22, 2015 subject to the approval of the shareholders of the Company. The resolution pertaining to his re-appointment & the remuneration payable to him as well as revision of his salary grade is set out in item no. 6 of the Notice and the relevant explanatory statement. The resolution is commended to the members for approval.

The salary grade of Mr. Manish Sanghi, Managing Director has been revised as set out in Item No. 7 of the Notice & relevant explanatory statement. The resolution is commended to the members for approval.

Mr. M.L. Gupta and Mr. Amitabh Das Mundhra, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Gurgaon, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re-appointment, if made, would be within the limits in accordance with Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommend the re-appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance and ethical corporate practices. A separate Report on Corporate Governance along with Auditors' Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with Stock Exchanges is provided as part of this Annual Report, besides Management Discussion and Analysis, Risk Management and Shareholders Information.

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

The required particulars under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure-A and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other required particulars of the employees are set out in the Annexure - B forming an integral part of this Report.

EMPLOYEES' STOCK OPTION SCHEMES

Your Company has already implemented the ES0S-2006, ES0S-2007, ES0S-2008, ES0S-2009, ESOS 2010 and ESOS 2011. The exercise period of ESOS-2006 has expired on 21.3.2012. Details of these Employees' Stock Option Schemes, as required under the SEBI Guidelines, are set out in Annexure - C to the Directors' Report and forms an integral part of this Report.

INDUSTRIAL RELATIONS

The industrial relations at all the works of the Company except Lakhmapur Works, during the year were cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Company's business associates, trade partners, dealers, customers, shareholders, vendors, bankers, technology providers and other stakeholders all over India and overseas for the continuous support and co-operation extended by them to the Company. Your Board also thanks the Government of India, State Governments and other Government Authorities for their continuous support and encouragement to the Company and look forward to their support in future as well.

Your Directors especially wish to place on record their appreciation of the efficient services rendered by the Company's motivated team members from all Zones, Works and Offices.

For and on behalf of the Board

MANISH SANGHI Y. SRINIVASA RAO

anaging Director Executive Director (Operations)

Mumbai, 26th

April, 2012

 
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