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Directors Report of GMM Pfaudler Ltd.

Mar 31, 2015

Dear Members:

The Directors have pleasure in presenting the Fifty Second Annual Report and the Audited Financial Statement of the Company for the year ended March 31,2015.

1. FINANCIAL RESULTS:

(Rs. in Million)

Year ended Year ended 31.03.15 31.03.14

Sales and Other Operating Income 2,240.09 2,005.11

Profit before tax 261.04 216.67

Profit after tax 172.03 142.86 Surplus brought forward 794.20 717.21 Amount available for appropriation 966.23 860.07

Appropriations:

Interim Dividends 30.70 30.70 Final Dividend 13.16 13.16 Tax on distributed profit 8.50 7.53

52.36 51.39

Transfer to General Reserve 17.20 14.49 Adjustment to opening Retained Earnings 4.71 - Surplus Carried Forward to

Profit & Loss Account 891.96 794.19

966.23 860.07

Per share data (Rs.)

Face value of Equity Share 2.00 2.00 Dividend per share 3.00 2.80

Market Price of Shares High 376.90 114.40 Low 102.60 62.00 Close on March 31 285.70 104.90 Earnings Per share 11.77 9.77

2. FINANCIAL REVIEW:

Sales & Other Operating income for the year of Rs. 2,240.09 million grew by 12% over the previous year due to healthy opening order backlog and export sales. Sales of glass line products increased by 16% and sales of non-glassline products increased by 4% compared to the previous year. Order receipts during the year improved by 8% over previous year.

Profit before tax for the year of Rs. 261.04 million was 20% above Rs. 216.67 million in the previous year and Profit after tax increased by 20% to Rs. 172.03 million from Rs. 142.86 million in the previous year. Earnings per share increased by 20% to Rs. 11.77 per share as compared to Rs. 9.77 of the previous year.

On Consolidated basis Sales & Other Operating income for the year of Rs. 3,076.28 million grew by 10% over the previous year. Profit before tax for the year of Rs. 281.85 million was 4% above Rs. 270.85 million in the previous year. However, profit after tax decreased marginally by 1% to Rs. 188.67 million from Rs. 190.62 million in the previous year.

Performance of the Company's Swiss subsidiary, Mavag AG remained steady during the year. Sales for the year of Rs. 851.92 million was 3% below Rs. 875.88 million in the previous year due to appreciation of INR against Swiss Franc. Profit after tax for the year decreased by 67% to Rs. 16.21 million, as compared to Rs. 48.75 million in the previous year due to foreign exchange fluctuation loss and some one time expenditure.

3. DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs. 30.70 million (excluding dividend tax of Rs. 5.83 million).

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.90 per equity shares amounting to Rs. 13.16 million (excluding dividend tax of Rs. 2.67 million), subject to approval of the Shareholders in the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 3.00 per share i.e. aggregating to Rs. 43.86 million (excluding dividend tax of Rs. 8.50 million).

4. RESERVES:

The Board has recommended transfer of Rs. 17.20 million (being 10% of net profit) to the General Reserve out of the amount available for appropriation and an amount of Rs. 891.96 million of Profit & Loss Account for this year is proposed to be carried forward to the Balance Sheet.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The performance and financial position of Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG for the year ended March 31, 2015 is annexed herewith as 'Annexure A' and forms part of this Report. The policy for determining 'material' subsidiaries adopted by the Board is available on Company's website www.gmmpfaudler.com.

7. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has actively supported various initiatives in the areas of health, education and environment over the years. In accordance with the Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee during the year.

The CSR policy as recommended by the Company and adopted by the Board of Directors is available on the Company's website at www.gmmpfaudler.com. The CSR Committee decided to continue with the existing programmes and keep it focus on health and education and environment in the years ahead.

The Annual Report on Corporate Social Responsibility activities carried out during the financial year 2014-15 is annexed herewith as 'Annexure B' and forms a part of this Report.

8. RELATED PARTY TRANSACTIONS:

Policy on dealing with Related Party Transactions, as approved by the Board, is available on the Company's website at www.gmmpfaudler.com

As per the said policy, all Related Party Transactions are pre-approved by the Audit Committee and the Board, if necessary. The said transactions are also reviewed by the Audit Committee and Board on a quarterly basis.

Details of Related Party Transactions:

All contracts/ arrangements/ transaction entered into by the Company during the financial year 2014-15 with Related Parties were in the ordinary course of business and on arm's length basis. Also, there was no contract/ arrangement/ transaction with any of the Related Parties which could be considered material in accordance with the Companies Act, 2013, Rules framed there under and Clause 49 of the Listing Agreement.

Details of Related Party Transactions entered into by the Company during the financial year 2014-15 are provided in Note 42 to the Financial Statements.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has framed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management policy & plan and ensuring its effectiveness to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The said risk management policy is available on the Company's website www.gmmpfaudler.com.

10. OPEN OFFER BY PFAUDLER US, INC:

During the year under review, the shareholding of Pfaudler Inc. (Foreign Promoters) held by Robbins & Myers Holdings, LLC ("Seller") (which in turn was owned and controlled by National Oilwell Varco, Inc) were sold to Pfaudler US, Inc ("Acquirer"). This acquisition was a part of a global level transaction between the Acquirer and Pfaudler Inc. In terms of the Takeover Regulations, Pfaudler Inc is a 'person acting in concert' with the Acquirer.

Accordingly, an Open Offer was made by Pfaudler US, Inc and Persons Acting in Concert ("PAC") - Pfaudler Holdings S.a.r.l. ("PAC 1") and Pfaudler, Inc. ("PAC 2"), to acquire 36,54,375 equity shares of the Company representing 25% of the outstanding equity capital at a price of Rs. 247.54 per share.

The Open Offer commenced on April 9, 2015 and closed on April 23, 2015. Under the said Offer, Pfaudler Inc., have acquired 2,742 (Two thousand seven hundred and forty two) shares, being 0.02% of the total issued share capital of the Company.

With this acquisition of 2,742 shares, the Post Offer shareholding of the Acquirer and PAC has increased to 7,375,217 shares and the shareholding of the Acquirer and the PAC has increased by 0.02% to 75.02%.

In terms of Regulation 7(4) of Securities and Exchange Board of India (SEBI), Substantial Acquisition of Shares and Takeovers Regulations 2011 read with Securities Contracts (Regulation) Rules, 1957, the time-limit to bring down the Promoters' holding by 0.02% (or 2,742 shares), from 75.02% to 75% is one year from the date of closure of the open offer i.e. upto April 22, 2016. Pfaudler Inc., US the Foreign Promoters have agreed to dilute 2,742 (0.02%) shares to comply with the 25% minimum public holding within the stipulated time period.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Sections 149 and 152 of the Companies Act, 2013, the Board of Directors at its meeting held on February 12, 2015 appointed as Mr. P. Krishnamurthy and Dr. S. Sivaram Independent Directors on the Board w.e.f. February 12, 2015 for a period of five years subject to the approval of the shareholders of the Company in the ensuing general meeting.

Dr. Amrita Patel was appointed as Non-Executive Additional (Independent) Director on the Board w.e.f. December 11, 2014, subject to the approval of the shareholders of the Company in the ensuing general meeting in accordance with the provisions of the Section 149 and 152 of the Companies Act, 2013.

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

Mr. Ashok Patel has resigned as Managing Director w.e.f. May 31,2015 and continues as a Non Executive Director of the Company.

Mr. Tarak Patel has been appointed as Managing Director of the Company for a period of five years w.e.f. June 1, 2015, subject to the approval of the shareholders of the Company in the ensuing general meeting in accordance with the provisions of Section 196 and other applicable provisions of the Companies Act, 2013.

The Board places on record its sincere appreciation and gratitude for the leadership and direction provided by Mr. Ashok Patel during his tenure of 40 years as a Director of the Company including 28 years as Managing Director of the Company.

The Board will continue to count on Mr. Patel's guidance and support as a Non Executive Director of the Company.

Pursuant to change in ultimate holding Company, the following changes have taken place in Directors nominated by Pfaudler Inc. during the period under review:

Name of Director Category of Directorship

Mr. Thomas Kehl # Non-Executive Director

Mr. Khurshed Thanawalla # Non-Executive Director

Mr. Tom Alzin # Non-Executive Director

Ms. Soha Shirke # Non-Executive Director

Mr. Ashok Pillai #

(Chief Operating Office) Wholetime Director

Mr. Darius C. Shroff A Non-Executive Director

Mr. Michael Reed a Non-Executive Director

Mr. Sudipta Sengupta a Non-Executive Director

Name of Director Date of appointment Date of resignation

Mr. Thomas Kehl # 19.05.2015 -

Mr. Khurshed Thanawalla # 30.06.2015 -

Mr. Tom Alzin # 07.07.2015 -

Ms. Soha Shirke # 19.05.2015 25.06.2015

Mr. Ashok Pillai #

(Chief Operating Office) 19.05.2015 06.07.2015

Mr. Darius C. Shroff A 13.10.2006 08.05.2015

Mr. Michael Reed a 24.04.2013 08.05.2015

Mr. Sudipta Sengupta a 31.07.2013 30.03.2015

# Directors representing Pfaudler US, Inc.

* Directors representing NOV (National Oilwell Varco, US)

The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Michael C. Reed, Mr. Sudipta Sengupta, Mr. Darius Shroff, Mr. Ashok Pillai and Ms. Soha Shirke during their tenure as Directors of the Company.

The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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/loss of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

13. MEETINGS OF THE BOARD:

Six (6) Meetings were held during the financial year ended March 31,2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report attached and forms a part of this Report.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Policy on Familiarization Programme adopted by the Board is available on the Company's website www.gmmpfaudler.com. The details of various familiarization programmes will be uploaded as and when the programmes are conducted.

15. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. P. Krishnamurthy, Dr. S. Sivaram, Dr. Amrita Patel (Independent Directors) and Mr. Thomas Kehl (Non Executive Director). The Role of the Committee is provided in the Corporate Governance Report annexed to this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

16. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

Details of the Nomination, Remuneration and Evaluation Policy is given at 'Annexure C'.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:

* Knowledge and Skills

* Professional conduct

* Duties, Role and functions

(b) For Executive Directors

* Performance as Team Leader/ Member.

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set Goals / KRA and achievements

* Professional Conduct, Integrity

* Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

18. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

No instance under the Whistle Blower Policy was reported during the financial year 2014-15.

19. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, together with a Certificate from the Company's Auditors is attached hereto and forms a part of this Report.

20. 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.

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The particulars of loans advanced and investments made under Section 186 of the Companies Act, 2013 are given at Note no. 18 and 12 & 14 respectively in the Notes to the Financial Statements. No corporate guarantees were given during the financial year.

22. AUDITORS:

a) Statutory Auditors

Deloitte has been appointed as the group auditors of Pfaudler Group. In order to bring uniformity in audit, it is proposed to appoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company. The Board of Directors at their meeting held on July 30, 2015 have approved the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors, subject to approval of shareholders at the ensuing General Meeting.

Consequent thereto, M/s. Kalyaniwalla & Mistry, Chartered Accountants the current statutory auditors have agreed that they will not offer themselves for reappointment at the ensuing Annual General meeting.

The consent letter alongwith the certificate as required under Section 139 & 141 of the Companies Act, 2013 has been received from M/s. Deloitte Haskins & Sells, Chartered Accountants to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

b) Auditors Report

The observations made by the Statutory Auditors in their report for the financial year ended March 31,2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 19, 2015, has appointed M/s. Dalwadi & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16.

d) Internal Auditors

During the year under review, M/s. Deloitte Haskins & Sells, Chartered Accountants have resigned as Internal Auditors of the Company in view of their appointment as Auditors of Pfaudler Group. As per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 19, 2015, has appointed M/s. PAM & Associates, Chartered Accountants as Internal Auditors.

e) Secretarial Audit

Provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit Report of the Company for the financial year 2014-15.

Secretarial Audit Report is annexed herewith as 'Annexure D' and forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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

Except as disclosed elsewhere in this report, 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.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in 'Annexure E' which forms part of this Report.

25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review is annexed as 'Annexure F.'

26. 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 March 31,2015 made under the provisions of Section 92(3) of the Act is annexed as 'Annexure G' which forms part of this Report.

27. GENERAL:

i) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

ii) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iv) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Tarak Patel Chairman Managing Director

Mumbai, July 30, 2015

Registered Office: Vithal Udyognagar Anand - Sojitra Road, Karamsad - 388 325, Gujarat.




Mar 31, 2014

Dear Members:

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

FINANCIAL RESULTS:

(Rs. in Million) Year ended Year ended 31.03.14 31.03.13

Sales and Other Operating Income 2,005.11 1,675.01

Profit before tax 216.67 132.12

Profit after tax 142.86 96.86

Surplus brought forward 717.21 676.12

Amount available for appropriation 860.07 772.78

Appropriations:

Interim Dividends 30.70 30.70

Final Dividend 13.16 10.23

Tax on distributed profit 7.53 4.97

51.39 45.90

Transfer to General Reserve 14.49 9.67

Surplus Carried Forward to

Profit & Loss Account 794.19 717.21

860.07 772.78

Per share data (Rs. )

Face value of Equity Share 2.00 2.00

Dividend per share 3.00 2.80

Market Price of Shares

High 114.40 118.0

Low 62.00 78.0

Close on March 31 104.90 86.65

Earnings Per share 9.77 6.61

FINANCIAL REVIEW:

The performance of the Company for the year improved significantly due to healthy opening order backlog and substantial exports sales both in glassine and non- glassine products. Sales & Other Operating income for the year of Rs. 2,005.11 million grew by 20% over the previous year. Export sales were 21% of sales compared to 6% in the previous year. Sales of glass line products increased by 15% and sales of non-glassline products increased by 35% over previous year. Orders receipts improved by 11% over previous year. Overall, 2013-14 was a good year.

Profit before tax for the year of Rs. 216.67 million was 64% above Rs. 132.32 million in the previous year and Profit after tax increased by 48% to Rs. 142.86 million from Rs. 96.86 million in the previous year. Earnings per share increased by 48% to Rs. 9.77 per share as compared to Rs. 6.61 of the previous year.

Performance of the Company''s Swiss subsidiary, Mavag AG also showed significant improvement during the year. Sales for the year of Rs. 875.88 million was 88% above Rs. 465.75 million in the previous year. Profit after tax for the year increased by 976% to Rs. 48.75 million, as compared to Rs. 4.53 million in the previous year.

DIVIDEND:

Duringtheyearunderreview,theBoardofDirectorsapproved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.90 per equity shares amounting to Rs. 13.16 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 3.00 per share amounting to Rs. 43.86 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2014.

INVESTMENTS:

At the end of the year the Company had current investment in marketable securities of Rs. 109.64 million. There was a diminution of Rs. 0.71 million in the market value of these investments which has been provided for in the accounts during the year.

The Company''s investment plan for enhancing the capacity of its manufacturing facilities including the Enameling Plant is under consideration.

CONSERVATION OF ENERGY:

Information 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 attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 35 to 38 of ''Notes to Financial Statement for the year ended March 31, 2014''.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The Ministry of Company Affairs has granted general exemption to Companies from attaching the final accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a statement showing the relevant details of the subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 (''the Act'') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address.

DIRECTORS:

Mr. Darius C. Shroff retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, Mr. Sudipta Sengupta was appointed as a director in place of Mr. Kevin J. Brown as nominee director of Pfuadler Inc. w.e.f. July 31, 2013. The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Kevin J. Brown during his tenure as a Director of the Company.

Until March 31, 2014 the Company had four Promoter Directors and three Independent Directors. Mr. Darius C. Shroff, one of the Independent Directors, has given a declaration that with effect from April 1, 2014 he does not qualify as an Independent Director under the definition of Independent Directors given under Section 149(6) of the Companies Act, 2013. However, Mr. Shroff has been appointed as a nominee Director representing the Foreign Promoters, Pfaudler Inc. pursuant to the letter dated May 29, 2014 received from Pfaudler Inc. In view of this change, the company has five Promoter Directors and two Independent Directors as on date against the requirement of three independent Directors.

Pursuant to the revision dated April 17, 2014 in Clause 49 of the Listing Agreement and under the Companies Act, 2013; the Company is required to have one third of the total directors or, three Directors, as Independent Directors. Additionally, the company is required to have one women Director in the board. However, the Company has time until September 30, 2014 to comply with the aforesaid requirements.

As on date of this Report, Mr. P. Krishnamurthy and Dr. S. Sivaram are Independent Directors as per Clause 49 of the Listing Agreement.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with BSE Limited.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 3 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made 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 said financial year ended March 31, 2014 and of the Profit & Loss Statement of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2014 have been prepared on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the BSE Limited, Management Discussion & Analysis Report is attached hereto and forms part of this Director''s Report.

CORPORATE GOVERNANCE REPORT:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, together with a Certificate from the Company''s Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company.

COST AUDITORS:

M/s. Dalwadi & Associates, Cost Accountants, have been duly appointed as Cost Auditors for conducting Cost Audit for the financial year ending March 31, 2014. They were also the cost auditors for the previous year ended March 31, 2013.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members of the remuneration proposed to be paid to the Cost Auditors for the financial year ended March 31, 2014.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended March 31, 2013 were filed on July 31, 2013.

The Cost Audit Reports for the financial year ended March 31, 2014 will be filed within the prescribed period.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel Chairman Managing Director


Mar 31, 2013

To the Members:

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

FINANCIAL RESULTS:

(Rs.in Million)

Year ended Year ended 31.03.13 31.03.12

Sales and Other Operating Income 1,675.01 2,018.13

Proft before tax 132.12 130.16

Proft after tax 96.66 91.41

Surplus brought forward 676.12 641.74

Amount available for appropriation 772.78 733.15

Appropriations:

Interim Dividends 30.70 30.70

Final Dividend 10.23 10.23

Tax on distributed proft 4.97 6.96

45.90 47.89

Transfer to General Reserve 9.67 9.14 Surplus Carried Forward to

Proft & Loss Account 717.21 676.12

772.78 733.15 Per share data (Rs)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 118.00 122.35

Low 78.00 72.05

Close on March 31 86.65 92.95

Earnings Per share 6.61 6.25

FINANCIAL REVIEW:

The business environment during the year remained recessionary leading to slowdown in demand. Revenue from Operations for the year at Rs. 1675.01 million declined by 17% over the previous year primarily due to reduced focus on Tailor Made products. While sales of glassline products increased moderately by 3%, sales of non glassline products declined by 43% as compared to previous year. Orders infow in fourth quarter showed improvement resulting in a healthy unexecuted Rs. 1,113 millions including Rs. 698 millions of glasslined products and Rs. 415 millions of non-glasslined products, at the end of this year.

Directors are pleased to inform that in spite of adverse business environment, the Company has been able to maintain its overall performance. Proft before tax for the year at Rs. 132.12 million was 2% above Rs. 130.16 million in the previous year. Proft after tax also increased by 6% to Rs. 96.66 million from Rs. 91.41 million in the previous year. Earnings per share increased by 6% to Rs. 6.61 per share as compared to Rs. 6.25 of the previous year.

Sales of the Company''s Swiss subsidiary, Mavag AG for the year was at Rs. 469.2 million, 19% lower than Rs. 579.91 million in the previous year due to continued economic slow down in the European market with pressure on price and volatility in the foreign exchange rates. Proftability also remained low. Proft after tax for the year decreased by 6% to Rs. 3.2 million, as compared to Rs. 3.4 million in the previous year.

DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a fnal dividend of Rs. 0.70 per equity shares amounting to Rs. 10.23 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the fnal dividend recommended for the year shall be Rs. 2.80 per share amounting to Rs. 40.96 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2013.

INVESTMENTS:

Shares of Nile Limited held by the Company and its investment subsidiaries Karamsad Investments Limited and Karamsad Holdings Limited have been sold within the mutually agreed extended time limit of April 1, 2013 with a net gain of Rs. 40.48 million.

At the end of the year the Company had current investment in marketable securities of Rs. 103.42 million. There was a diminution of Rs. 0.14 million in the market value of these investments which has been provided for in the accounts during the year.

The Company made substantial investments in upgrading its manufacturing facility including the Enameling Plant. The up-gradation of its computer ERP system has been completed. These upgrades are expected to result in reduced manufacturing cycle time, improved business processes and prompt response to the customers.

MERGER OF ROBBINS & MYERS INC, USA WITH NATIONAL OIL WELL VARCO INC, USA:

The Company''s ultimate holding Company Robbins & Myers Inc, USA, merged with National Oilwell Varco Inc. (NOV) USA on February 20, 2013. By virtue of this merger NOV has become the ultimate holding company from February 21, 2013.

CONSERVATION OF ENERGY:

Information 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 attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 36 to 39 of ''Notes to Financial Statement for the year ended March 31, 2013''.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company. The Ministry of Company Affairs has granted general exemption to Companies from attaching the fnal accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a statement showing the relevant details of the subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the Registered Offce of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 (''the Act'') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Offce address.

DIRECTORS:

During the year under review, Mr. Michael C. Reed was appointed as a director in place of Mr. Peter Wallace as nominee director of Pfuadler Inc. w.e.f. April 24, 2013. The Board places on record its sincere appreciation for the advice and guidance extended by Mr. Wallace during his tenure as a Director of the Company.

Mr. Darius C. Shroff and Mr. Tarak A. Patel will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Ashok J. Patel has been re-appointed as Managing Director of the Company for a period of 3 years with effect from January 1, 2013.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 2 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made 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 said fnancial year ended March 31, 2013 and of the Proft & Loss Statement of the Company for that period;

3. that proper and suffcient 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.

4. that annual accounts for the year ended March 31, 2013 have been prepared on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management Discussion & Analysis Report is attached hereto and forms part of this Director''s Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, together with a Certifcate from the Company''s Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certifcate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS:

The Company has appointed M/s. A. G. Dalwadi & Co., Dalwadi & Associates., Cost Accountants, Ahmedabad as Cost Auditors to conduct the audit of cost accounts maintained by the Company, for the fnancial year 2012- 13, subject to the approval of Central Govt., thereto. As mandated by the Circular No. 15/2011 dated 11th April, 2011 issued by the Ministry of Corporate Affairs, Govt. of India, full particulars of Cost Auditors are given herein below:-

Name: Shri Ashwin G. Dalwadi, M/s. Dalwadi & Associates

ICWA Membership No. 8996

Address: 403, Ashirwad Complex,

Behind Sardar Patel Seva Samaj,

Near Mithakhali Six Roads,

Ahmedabad - 380 006.

Details of Cost Audit Compliance Report for the fnancial year ended 31st March, 2012.

(a) Due date of fling 31st December, 2012

(b) Actual date of fling 23rd December, 2012

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Mumbai, May 30, 2013


Mar 31, 2012

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

FINANCIAL RESULTS:

(Rs.in Million)

Year ended Year ended

31.03.12 31.03.11

Revenue from Operations 2018.13 1440.21

Profit before tax 130.16 162.29

Profit after tax 91.41 110.18

Surplus brought forward 641.74 ( 590.48

Amount available for

appropriation 733.15 700.66

Appropriations:

Interim Dividends 30.70 40.93

Final dividend 10.23

Tax on distributed profit 6.96 6.96

47.89 47.89

Transfer to General Reserve 9.14 11.03

Surplus Carried Forward to

Profit & Loss Account 676.12 641.74

733.15 700.66

Per share data (Rs.)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 122.35 129.90

Low 72.05 86.00

Close on March 31 92.95 99.25

Earnings Per share 6.25 7.54

FINANCIAL REVIEW:

The business environment during the year remained challenging due to recessionary conditions in the economy leading to slowdown in demand in the second half of the year. High inflation resulted in increase in input cost and other expenses which adversely impacted the overall profitability. Directors are pleased to inform that in spite of adverse business environment, your Company has been able to maintain its overall performance due to healthy backlog of orders of Rs. 1,035 million at the beginning of the year.

Revenue from Operations for the year at Rs. 2,018.13 million reflected an increase of 40% over the previous year. Sales of both glassine products and non glass line products increased by 17% and 87% as compared to previous year. Amount of unexecuted orders at the end of the year ended March 31,2012 was a also healthy at Rs. 906 millions including t 607 millions of glass lined products and Rs. 299 millions of non-glass lined products.

Increase in the cost of raw materials and other expenses due to high inflation resulted in lower Profit before tax Rs.130.16 million,20% lower then Rs. 162.29 million in the previous year. Profit after tax decreased by 17% to Rs. 91.41 million from Rs. 110.18 million in the previous year. Earnings per share reduced by 17% to Rs. 6.25 per share as compared to Rs. 7.54 of the previous year.

Sales of the Company's Swiss subsidiary, Mavag AG for the year was at Rs. 579.91 million, with an increase of 10% from Rs. 526.71 million in the previous year. However, the profitability remained low on account continued economic slowdown in the European market with pressure on price and volatility in the foreign exchange rates. Profit after tax for the year decreased by 57% to Rs. 3.42 million, as compared to Rs. 7.91 million in the previous year.

DIVIDEND:

During the year under review, the Board of Directors approved payment of three interim dividends of Rs. 0.70 per share each aggregating to Rs. 2.10 per share. The total amount distributed as interim dividends for the year amounted to Rs. 30.70 million.

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend the payment of a final dividend of Rs. 0.70 per equity shares amounting to Rs. 10.23 million, subject to approval of the Annual General Meeting.

The aggregate amount of interim dividends paid during the year and the final dividend recommended for the year shall be Rs. 2.80 per share amounting to Rs. 40.96 million.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review. There were no overdue or unclaimed deposits outstanding as on March 31, 2012.

INVESTMENTS:

The Company and its investment subsidiaries held 528,296 shares of Nile Limited at the beginning of the year. The time limit of 3 years for sale of the entire shareholding of Nile Limited by the Company and its Subsidiary, Karamsad Investments Limited has been extended by one year by mutual consent i.e. up to April 1, 2013 between the Company and Nile Ltd. During the year the Company and its subsidiaries sold 121,943 shares at a net gain ofRs. 11.6 million.

At the end of the year the Company had an investment in marketable securities of X 51.45 million. There was a diminution of Rs. 0.99 million in the market value of these investments due to adverse market conditions which has been provided for in the accounts during the year.

Your Company made substantial investments in upgrading its manufacturing facility including the Enameling Plant. The up-gradation of its computer ERP system has also been taken on hand. These upgrades are expected to result in reduced manufacturing cycle time, improved business processes and prompt response to the customers.

CONSERVATION OF ENERGY:

Information 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 attached as Annexure "A" and forms a part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Note 37 to 40 of 'Notes to Financial Statement for the year ended March 31, 2012'.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG are wholly owned subsidiaries of the Company.

The Ministry of Company Affairs has granted General Exemption to Companies from attaching the final accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a Statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report. Ties Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 ('the Act') read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per provisions of Section 219(1 )(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to the shareholders of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office address.

DIRECTORS:

During the year under review, Mr. Kevin J. Brown resigned from the Board on April 28,2011. Mr. Christopher M. Hix, who was earlier an Alternate Director to Mr. Kevin J. Brown, was appointed as Director on April 28, 2011 to fill in the casual vacancy caused by resignation of Mr. Kevin J. Brown.

Mr. Christopher M. Hix also resigned from the Board on February 1, 2012. The Board places on record their sincere appreciation the advice and guidance extended by Mr. Hix during his tenure as a Director of the Company. Mr. Kevin J. Brown, who was earlier a Director on the Company's Board, was appointed as a Director on February 1, 2012 to fill in the casual vacancy caused by resignation of Mr. Christopher M. Hix.

Dr. S. Sivaram and Mr. P. Krishnamurthy will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Tarak A. Patel has been re-appointed as Executive Director of the Company for a period of 5 years with effect from January 30, 2012.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 2 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made 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 said financial year ended March 31, 2012 and of the Profit & Loss Account of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2012 has been prepared on a 'going concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management's Discussion & Analysis Report is attached hereto and forms part of this Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, together with a Certificate from the Company's Auditors is attached hereto and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certificate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and dedicated efforts and contribution of all the employees that ensured steady performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Mumbai, May 7, 2012


Mar 31, 2011

To the Members:

The Directors have pleasure in presenting their Forty- Eighth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS:

( Rs. in '000')

Year ended Year ended

31.03.11 31.03.10

Sales and Other Income 1,466,363 1,571,806

Profit before tax 162,290 167,253

Profit after tax 110,177 110,576

Surplus brought forward 590,470 538,837

Amount available for appropriation 700,647 649,413

Appropriations:

Interim Dividends 40,929 40,929

Tax on distributed profit 6,956 6,956

47,885 47,885

Transfer to General Reserve 11,017 11,058

Surplus Carried Forward to Profit & Loss Account 641,745 590,470

700,647 649,413

Per share data (Rs.)

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares

High 129.90 124.00

Low 86.00 40.50

Close on March 31 99.25 93.95

Earnings Per share 7.54 7.56

FINANCIAL REVIEW:

Sales and Other Income for the year at Rs. 1,466.36 million refected a decrease of 6.7% overthe previous year. Sales of glasslined products increased by 14% compared to previous year but sales of non-glasslined products declined by 35% on account of low opening order backlog of Rs. 190 million. During the second half of the year non-glassline orders showed significant improvement with ending backlog of Rs. 515 million. The Company's total backlog of unexecuted orders at the end of the year including glassline products, was a healthy Rs. 1,035 million, an increase of 77% over previous year backlog of Rs. 585 million.

Profit before tax marginally decreased by 2.9% to Rs. 162.29 million from Rs. 167.25 million in the previous year. Profit after tax nearly equaled Rs. 110 million of the previous year resulting in earnings per share of Rs. 7.54 as compared to Rs. 7.56 of the previous year.

During the first half of the year prices of basic raw materials and other inputs increased due to infationary trend in the economy which significantly impacted the profitability for the year. Cost control and lower Selling, General and Administrative expenses helped in maintaining the overall profitability at previous year's level.

Sales Income of the Company's Swiss subsidiary, Mavag AG, improved by 27% from Rs. 416.61 million to Rs. 526.14 million. However, profitability during the year remained lower than expected due to pricing pressure in the European market. Mavag AG made a profit before tax ofRs. 7.91 million compared to a loss ofRs. 13.13 million in the previous year.

DIVIDEND:

During the year the Board of Directors approved payment of four interim dividends ofRs. 0.70 per share each aggregating to Rs. 2.80 per share. The total amount distributed as dividends for the year amounted to Rs. 40.93 million.

The Directors propose that the interim dividends paid so far be considered as the final dividend for the year under review.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public since 1999-2000. Unclaimed Fixed Deposits including interest as on March 31, 2011 was Rs. 6,284.

INVESTMENTS:

In 2008 the Company formed a wholly owned subsidiary Company GMM Mavag AG, Switzerland for the purpose of acquiring Mavag AG, Switzerland. GMM Mavag AG was formed with CHF 1.5 million in equity and CHF 3.5 million as loan from your Company. The Board of Directors of both the Companies had taken a decision to convert this loan and accrued interest of CHF 264,729 into equity of GMM Mavag AG with effect from July 01, 2010. Approval was obtained from Reserve Bank of India. Application made to Swiss Authorities in this regard is pending. This has been explained in Note 5, Schedule 17 of this report.

The Company and its investment subsidiaries held 589,823 shares of Nile Limited at the beginning of the year. During the year the Company and its subsidiaries sold 61,527 shares at a net gain ofRs. 3.93 million.

At the end of the year the Company had an investment in marketable securities of Rs. 49.3 million. There was a diminution of Rs. 0.89 million in the market value of these investments which has been provided for in the accounts during the year.

CONSERVATION OF ENERGY:

The particulars required under 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 attached as Annexure "A" forming part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Notes 18 to 21 of Schedule 17, 'Notes Forming Part of Accounts'.

SUBSIDIARY COMPANIES:

Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag A G are wholly owned subsidiaries of your Company.

The Ministry of Company Affairs has granted General Exemption to Companies from attaching the financial accounts of the subsidiary companies to the Annual Report pursuant to Section 212 of the Companies Act, 1956. However a Statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report. The Members who wish to have a copy of annual accounts of these subsidiaries may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the CompaniesAct, 1956 ("the Act") read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per provisions of Section 219(1)(b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to shareholders of the Company. Any shareholder interested in obtaining such particulars may write to Secretary of the Company at the Registered Office address.

DIRECTORS:

Mr. Kevin J. Brown, a Director of the Company resigned from the Board on April 28, 2011. The Board places on record their sincere appreciation to the professional guidance and support extended by Mr. Brown during his tenure as a Director of the Company. Mr. Christopher M. Hix, who was earlier an Alternate Director to Mr. Kevin J. Brown, was appointed as Director on April 28, 2011 to fill in the casual vacancy caused by resignation of Mr. Kevin J. Brown. Notice has been received from a shareholder under Section 257 of the Companies Act, 1956 proposing Mr. Hix as a Director of the Company.

Mr. Tarak A. Patel and Mr. Christopher M. Hix will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Details of the Directors seeking re-appointment are provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Schedule 17 of the Annual Accounts have been applied consistently and judgments and estimates that are made 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 ended March 31, 2011 and of the Profit & Loss Account of the Company for that period;

3. that 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.

4. that annual accounts for the year ended March 31, 2011 has been prepared on a 'going concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited', Management's Discussion & Analysis Report is attached and forms part of this Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited', together with a Certificate from the Company's Auditors are presented separately and forms a part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retiring as the Statutory Auditors of the Company at the conclusion of ensuing Annual General Meeting, offer themselves for reappointment. The requisite certificate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

The Board of Directors of the Company would like to acknowledge to all its stakeholders and is grateful for the support received from shareholders, bankers, customers, suppliers and business partners. The Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained all round performance in a challenging business environment.

For and on behalf of the Board of Directors

P. Krishnamurthy Ashok J. Patel

Chairman Managing Director

Neunkirch, August 4, 2011










Mar 31, 2010

The Directors have pleasure in presenting their Forty-Seventh Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS: (Rs. in 000)

Year ended Year ended 31.03.10 31.03.09

Sales and Other Income 1,571,806 1,502,033

Profit before Tax 167,253 157,522

Profit after tax 110,576 102,274

Surplus brought forward 538,837 494,675

Amount available for 649,413 596,949

appropriation

APPROPRIATIONS:

Interim Dividend 40,929 40,929

Tax on distributed profit 6,956 6,596

47,885 47,885

Transfer to General Reserve 11,058 10,227

Surplus Carried Forward to Profit & 590,470 538,837

Loss Account

649,413 596,949

Per share data (Rs. ):

Face value of Equity Share 2.00 2.00

Dividend per share 2.80 2.80

Market Price of Shares:

High 124.00 114.0

Low 40.50 35.55

Close on March 31 93.95 41.25

Earnings per share 7.56 7.00

FINANCIAL REVIEW:

Sales and Other Income for the year at Rs. 1,571.81 million refl ected an increase of 4.6% over the previous year. Profit before tax increased by 6.2% to Rs. 167.25 million from Rs. 157.52 million in the previous year. Profit after tax increased by 8.1% to Rs. 110.58 million over the previous years profit of Rs. 102.27 million. As a result, the earnings per share for the year increased to Rs. 7.56 as compared to Rs. 7.00 in the previous year. Effect of economic slow down infl ation in the fi rst half of the year had on adverse impact on the sales growth and profi tability of the Company. However, second half of the year showed reasonable improvement both in sales and profitability. Decrease in the cost of basic raw material like Mild Steel and Stainless Steel Plates in the second half of the year had favourable impact on the profitability.

DIVIDEND:

The Board of Directors have approved the payment of four interim dividends of Re. 0.70 per share, aggregating to Rs. 2.80 per share at their meetings held on April 27, 2009, July 28, 2009, October 15, 2009 and on January 25, 2010. The total dividend distributed for the year of Rs. 40.93 million was equal to that of the previous year.

The Directors propose that the interim dividends paid so far be considered as the fi nal dividend for the year under review.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public since 1999-2000. Unclaimed Fixed Deposits including interest as on March 31, 2010 was Rs. 6,284. An amount of Rs. 16,349 was transferred to the "Investors Education and Provident Fund" account during the year.

INVESTMENTS:

The Company had, in the year 2008, acquired Mavag AG of Switzerland, a leading supplier of highly engineered critical equipment for the pharmaceutical, bio engineering and fi ne chemicals industries. Both the Company and Mavag have progressed well in transfer of Mavag technology to the Company and sourcing of low cost components by Mavag from the Company. Mavags performance during the year was impacted due to the economic slow down in Europe, Mavags main market and the depreciation of Euro against the Swiss Franc. Mavag AG reported a loss of Rs. 13.13 million (CHF 292,332) for the year as against a profit of Rs. 12.91 million (CHF 284,117) in the previous year. The Board of Directors expects the European slowdown to continue during the current year with some improvement commencing in the second half of 2011.

The dispute regarding the registration of transfer of shares with Nile Limited has been settled and Nile ltd has transferred all the shares in the name of the Company (and its subsidiaries). These shares in Nile Limited will be disinvested by the Company and its subsidiaries within a period of 36 months other than through block deals. During the year the Company and its subsidiaries has sold 30,272 shares.

The Companys current investment in mutual funds stood at a book value of Rs. 46.67 million as at end of March 31, 2010. There were diminution of Rs. 0.44 million in the market value of these investments which has been provided for in the accounts during the year.

The Company has investments in equity shares of Skyline Millars Limited (formerly Millars India Limited) which are long-term investments and strategic in nature.

CONSERVATION OF ENERGY:

The particulars required under 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 attached as Annexure "A" forming part of this Report.

FOREIGN EXCHANGE:

Information on foreign exchange earnings and expenses are provided in Notes 18 to 21 of Schedule 16, Notes Forming Part of Accounts.

SUBSIDIARY COMPANIES:

The Company has four wholly owned subsidiary companies namely; Karamsad Holdings Limited, Karamsad Investments Limited, GMM Mavag AG and Mavag AG. The consolidated fi nancial statements presented by the Company include fi nancial information of its Subsidiaries prepared in compliance with applicable Accounting Standards.

The Ministry of Corporate Affairs, Government of India has granted exemption under section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies to the Balance Sheet of the Company. However the annual audited accounts of these subsidiaries will be me made available for inspection to the members of the Company, upon request, at the registered offi ce of the Company.

Summary of fi nancial information of Subsidiary Companies are covered in this Annual Report.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 ("the Act") read with The Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per provisions of Section 219(1) (b)(iv) of the Act, the information relating to employees is not included in the Reports and Accounts sent to shareholders of the Company. Any shareholder interested in obtaining such particulars may write to Secretary of the Company at the Registered Offi ce address.

DIRECTORS:

Mr. P. Krishnamurthy and Mr. Darius Shroff will be retiring at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The background of the Directors appointed during the year and proposed to be re-appointed at the ensuing Annual General Meeting are incorporated in the Corporate Governance Report forming part of this Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Schedule 17 of the Annual Accounts have been applied consistently and judgments and estimates that are made 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 said fi nancial year ended March 31, 2010 and of the Profit & Loss Account of the Company for that period;

3. that proper and suffi cient 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.

4. those annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Managements Discussion & Analysis Report is attached and forms part of this Directors Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited, a Report on Corporate Governance together with a Certifi cate from the Companys Auditors are presented separately and forms part of this Report.

AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accounts, retiring as the Statutory Auditors of the Company at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. The requisite certifi cate has been received from them to the effect that their reappointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.



For and on behalf of the Board of Directors

P. KRISHNAMURTHY ASHOK J. PATEL

CHAIRMAN MANAGING DIRECTOR

Mumbai, July 27, 2010

 
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