Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the 31st Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2018. The highlights of the financial results are as under:
FINANCIAL RESULTS: (Rs. in crore)
Particulars |
Standalone |
Consolidated |
||
For the year ended March 31, |
For the year ended March 31, |
|||
2018 |
2017 |
2018 |
2017 |
|
Total Revenue |
663.66 |
499.37 |
710.04 |
499.37 |
Profit Before Tax |
11.01 |
8.56 |
12.63 |
8.50 |
Less : Tax Expenses |
3.14 |
2.09 |
4.30 |
2.1 |
Profit After Tax |
7.87 |
6.47 |
8.33 |
6.40 |
Share of Profit of Associates /Joint Venture |
- |
- |
0.43 |
(1.10) |
Profit for the Year |
7.87 |
6.47 |
8.76 |
5.30 |
Add: Balance in profit and loss account (Adjusted) |
71.01 |
65.97 |
69.86 |
65.98 |
Less: Other Comprehensive Income |
- |
0.22 |
0.12 |
0.25 |
Sub Total |
78.88 |
72.22 |
78.50 |
71.03 |
Less: Appropriation: |
||||
Dividend |
1.01 |
1.01 |
1.01 |
1.01 |
Tax on Dividend |
0.20 |
0.20 |
0.20 |
0.20 |
Minority Interest |
- |
- |
0.12 |
(0.04) |
Prior year adjustment |
- |
- |
(0.07) |
- |
Closing balance in Retained Earnings |
77.67 |
71.01 |
77.24 |
69.86 |
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.60 per equity share i.e 16 % (Previous Year Rs.1.60 per equity share i.e. 16 %) per equity share of Rs.10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.
TRANSFER TO RESERVE
The Company proposes to transfer Rs.0.25 Crore to the General Reserve (p.y. Rs.0.25 Crores). An amount of Rs.77.24 Crores is proposed to be retained on the Retained Earnings (p.y. Rs.69.86 Crores).
COMPANYâS PERFORMANCE
During the year 2017-2018 total revenue of the Company on standalone basis is Rs.663.66 crores as compared to Rs.499.37 crores in the previous year and on consolidated basis is Rs.710.04 crores as compared to Rs.499.37 crores in the previous year. The Profit after tax on standalone basis is Rs.7.87 Crores as compared to Rs.6.47 crores in the previous year and on consolidated basis is Rs.8.76 Crores as compared to Rs.5.30 crores in the previous year. There is no material change in the nature of business of the company.
WIRE RODS & CONDUCTORS
During the year 2017-2018 Aluminium Division of the Company has contributed total Rs.702.31 Crores as compared to Rs.494.86 Crores in the previous year in the total revenue of the Company.
MINING BUSINESS
During the year Mining Division of the Company has not carried out any activity.
POWER GENERATION
Your Company has two Wind Turbine Generators (WTG) of total 2.75 Mega Watts Viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts, located at Sangli-Maharashtra.
Your Company also has four solar power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune-Maharashtra (2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajasthan.
During the year the power segment of the company has contributed Rs.3.25 crores in the total revenue of the Company as compared to Rs.3.32 crores in the previous year.
CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statement of the company and its subsidiary company as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditorsâ Report form part of this Annual Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
The Company has two subsidiaries & one Joint Venture Company as on March 31, 2018.There is no activity carried out during the year in subsidiary named Hind Power Products Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.
A separate statement containing the salient features of financial statements of all subsidiaries of the company in prescribed Form AOC-1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed at: www.associatedgroup.com/hail/investors.htm.
Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directorsâ responsibility statement, it is hereby confirmed that:
a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Directors had 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, 2018 and of the profit of the Company for the said period;
c. the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. 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 & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chariman/ Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 52 years in Aluminium Industries. He holds 5,95,616 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Ltd.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are: Shri Shailesh Daga, Managing Director, Shri Sudhir Goel, Whole-Time Director, Shri Mahendra Kumar Jain, Chief Financial Officer and Ms. Sakshi Sharma, Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they have complied with the Companyâs code of conduct.
Four meetings of the Board of Directors were held during the year. For details of meetings of the board please refer to the corporate governance report, which forms part of directorsâ report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent director, performance of non-independent director and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent director, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directorsâ report.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
AUDITORS
The present auditors M/s Motilal & Associates (Firm Reg.No. 106584W) has given their unwillingness for their appointment as Statutory Auditors of the Company in the ensuing 31st Annual General meeting, due to their pre-occupation.
On the recommendation of the Audit Committee, the Board of Directors have proposed to appoint M/s. Karnavat & Company (Firm Reg.No. 104863W), Chartered Accountants as the statutory auditors of the Company for a period of five years from the conclusion of the ensuing Annual General Meeting.
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis.
Your Directors draw attention of the members to Note no.34 of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure -II in Form AOC-2 and the same forms part of this report.
AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.
The Audit Committee comprises of Shri Navinchandra Shah, Shri Sundeep Mohta and Shri Sudhir Goel.
All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.
VIGIL MECHANISM
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistleblower policy is put on the Companyâs website and can be accessed at : www.associatedgroup.com/hail/investors.htm.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure V of this report.
SECRETARIAL AUDITORSâ REPORT
The Secretarial Audit Report for the financial year ended March 31, 2018 relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries is annexed herewith marked as Annexure VI to this report.
DISCLOSURE REQUIREMENTS
Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditorsâ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL ORDERS
There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:
a. improved monitoring of energy consumption through smart metering and integration with building management systems;
b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;
c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companyâs operations do not require significant import of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product upgradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:
Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.
GENERAL
The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2015 certified and the Company is committed to maintain and improve quality.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013:
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint received by the Company under the said Act .
ACKNOWLEDGEMENT
The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board
Lalit Kumar Daga
Chairman
Place: Mumbai
Date: 15th June, 2018
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the 29th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2016. The highlights of the financial results are as under:
FINANCIAL RESULTS:
2015-2016 |
2014-2015 |
|
(Rs. in Crores) |
(Rs. in Crores) |
|
Total Revenue |
722.05 |
444.36 |
Profit before Tax |
13.51 |
10.01 |
Less: Tax Expenses |
4.50 |
2.73 |
Net Profit |
9.01 |
7.28 |
Add: Balance brought |
||
forward from previous year |
49.73 |
44.14 |
Less: Adjustment related to |
||
fixed assets |
- |
(0.30) |
Balance available for |
||
Appropriations |
58.74 |
51.12 |
Appropriations: |
||
Proposed Dividend |
1.01 |
0.95 |
Corporate tax on dividend |
0.20 |
0.19 |
Transfer to General Reserve |
0.25 |
0.25 |
Balance transferred to |
||
Balance Sheet |
57.28 |
49.73 |
Total |
58.74 |
51.12 |
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.60 i.e.16 % (Previous Year Rs.1.50 per equity share i.e. 15 %) per equity share of Rs. 10 each fully paid up which will be paid in line with the applicable rules after your approval at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
The company proposes to transfer Rs.25 Lakhs in to general reserve out of the amount available for appropriation and an amount of Rs. 754.54 Lakhs is proposed to be retained in the profit & loss account.
COMPANYPERFORMANCE
During the year 2015-2016 total revenue of the Company is Rs. 722.05 crores as compared to Rs. 444.36 crores in the previous year. The net profit is Rs. 9.01 crores as compared to Rs. 7.28 crores in the previous year. There is no material change in the nature of business of the company.
WIRE RODS & CONDUCTORS
During the year 2015-2016 Aluminum Division of the Company has contributed total Rs. 717.29 crores as compared to Rs. 439.00 Crores in the previous year in the total revenue of the Company.
MINING BUSINESS
During the year Mining Division of the Company has not carried out any activity.
POWER GENERATION
Your Company have two Wind Turbine Generators (WTG) of total 2.75 Mega Watts viz. (1) 1.25 Mega Watts, at Nandurbar - Maharashtra (2)1.50 Mega Watts at Sangli-Maharashtra.
Your Company also have four Solar Power plants of total 1.43 Mega Watts,viz. (1) 100 KWP at Pune- Maharashtra
(2) 522 KWP at Bangluru -Karnataka (3) 403 KWP at Rewari- Haryana & (4) 403 KWP at Alwar-Rajashthan. During the year the power segment of the company has contributed Rs. 2.48 crores in the total revenue of the Company as compared to Rs. 2.45 crores in the previous year.
SUBSIDIARY AND JOINT VENTURE COMPANIES
\ The Company has two subsidiaries & one Joint Venture
Companies as on March 31, 2016. There are no activity carried out during the year in subsidiaries, while Joint Venture Company is yet to start its commercial productions. There has been no material change in the nature of the business of the subsidiaries & Joint Venture Companies.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors'' responsibility statement, it is hereby confirmed that:
a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the directors had 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, 2016 and of the profit of the Company for the said period;
c. the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. 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.
DIRECTOR & KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 149 of the Companies Act,2013, Shri Navin Shah, Shri Sundeep Mohta and Shri Narayan Das Mundhra were appointed as independent directors at the AGM of the Company held on August 28, 2014 & Mrs Renu Somani was appointed as independent director at the AGM of the Company held on August 27, 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chairman/Director of the Company, retire by rotation and being eligible have offered himself for re-appointment.
Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 50 years in Aluminium Industry. He is the Chairman and founder of Hind Aluminium Industries Ltd. He holds 5,59,616 equity shares in the Company & also hold directorship in another Listed Company viz.Nirav Commercials Ltd.
Shri Mahendra Kumar Jain has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013.
The Board has informed an experience team of senior executive of the company are looking after all companies and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary.
MEETING OF THE BOARD
Seven meetings of the Board of Directors were held during the year. For details of the board meetings please refer to the corporate governance report, which forms part of directors'' report.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORSâ APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Company''s policy on directors'' appointment and remuneration and other matter provided in Section178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors'' report.
INTERNAL FINANCIAL CONTROLS
The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2015-16.
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Motilal & Associates (Firm Reg. No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 27th AGM of the company till the conclusion of the 32nd AGM of the Company to be held in the year 2019 subject to ratification of their appointment at every AGM.
AUDITORSâ REPORT & SECRETARIAL AUDITORSâ REPORT
The Board has re-appointed M/s. Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure IV to this Report. An experienced team of senior executives of the company is looking after all company laws and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified company secretary. An Experienced team of Senior Executives of the Company is looking after Cost accounting related functions of the Company, however the Company is also looking for a suitable qualified Cost Auditors
RISK MANAGEMENT POLICY
The development and implementation of risk . management policy has been covered in the \management discussion and analysis, which forms part of
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.Your Directors draw attention of the members to Note no. 30(A) of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-I in Form AOC-2 and the same forms part of this report
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year 2015-2016, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL ORDERS
There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
ISO 9001:2008
The Wire Rod as well as Conductor divisions of the Company are ISO 9001:2008 certified and the Company is committed to maintain and improve quality.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Schedule V of SEBI Listing Regulations,2015 is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the auditors of the Company regarding compliance with the Corporate Governance norms stipulated is annexed to the report on Corporate Governance.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
CONSERVATION OF ENERGY:
Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:
a. improved monitoring of energy consumption through smart metering and integration with building management systems;
b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;
c. The Company is evaluating utilizing Wind & Solar energy as an alternate source of energy.
d. The Company has invested on energy conservation equipment.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:
The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology.
RESEARCH AND DEVELOPMENT (R&D):
The Company is actively engaged in product up gradation, design, development and new product development. Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has been in constant touch with various customers around the world. We hope that our regular follow-up will result in procuring export orders. Your Company is constantly exploring the possibilities of exporting its products. This is an ongoing process. Export sales can only be increased by developing relationship with prospective buyers. In this connection your Company''s officials may plan to visit some countries to explore possibilities of export sales. The information on the above is given in Notes on Account (Note No.26 to the Accounts).
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company''s executives, staff and workers.
For and on behalf of the Board
Lalit Kumar Daga
Place: Mumbai. Chairman
Date: 6th June, 2016
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 28th Annual Report
together with Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2015. The highlights of the financial results
are as under:
FINANCIAL RESULTS:
2014-2015 2013-2014
(Rs. in Crores) (Rs. in Crores)
Total Revenue 444.36 444.89
Profit before Tax 10.01 7.96
Less: Tax Expenses 2.73 2.10
Net Profit 7.28 5.86
Add: Balance brought
forward from previous year 44.14 39.63
Less: Adjustment related
to fixed assets (0.30) -
Balance available for
Appropriations 51.12 45.49
Appropriations:
Proposed Dividend 0.94 0,94
Corporate tax on dividend 0.19 0.16
Transfer to General Reserve 0.25 0.25
Balance transferred to
Balance Sheet 49.74 44.14
Total 51.12 45.49
REVIEW OF OPERATIONS
During the year 2014-2015 total revenue of the Company is Rs.444.3S
crores as compared to Rs.444.89 crores in the previous year. The net
profit is Rs.7.28 crores as compared to Rs.5.86 crores in the previous
year.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.50 per equity
share (same as previous year) i.e.15 %, which will be paid in line with
the applicable rules after your approval at the ensuing Annual General
Meeting.
WIRE RODS & CONDUCTORS
During the year 2014-15 Aluminium Division of the Company has
contributed total ^441.45 crores as compared to Rs. 441.77 crores in the
previous year in the total revenue of the Company
MINING BUSINESS
During the year Mining Division of the Company has not carried out any
activity.
POWER GENERATION
Your Company have two Wind Turbine Generators (WTG), one is of 1.25
Mega Watts Located at District Nandurbar and another is 1.50 Mega Watts
located at Sangli, both are in Maharashtra State. During the year both
WTG contributed Rs. 2.45 Crores in the total revenue of the Company as
Compared to Rs. 2.51 Crores in the previous year.
Your Company also have two Solar Plants, one is of 100 KWP located at
Pune and another is 522 KWP, located at Bengaluru. During the year
both solar power plants contributed ^39.00 Lacs in the total revenue of
the Company.
ISO 9001:2008
The Wire Rod as well as Conductor divisions of the Company are ISO
9001:2008 certified and the Company is committed to maintain and
improve quality.
MANAGEMENT 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
Exchange in India, is presented in a separate section forming part of
the Annual Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES
Details of Subsidiary and Joint Venture Companies has mentioned on page
No. 36 of the Annul Report. Your Directors draw attention of the
members to see Note No. 10B and 10C (c) of the Financial Statement.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee evaluated few proposals and at the time of
finalisation suggested to consider some better projects which are under
process.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Act and the Articles of
Association of the Company, Shri Sudhir Goel, Director of the Company,
retire by rotation at the ensuing Annual General Meeting and the
eligible offered himself for re-appointment.
Shri Sudhir Goel is a qualified Chartered Accountant and has over 32
years of experience in the Aluminium Industries. He is a Director of
this Company from the date of its incorporation. He is looking after
the financial affairs of the Company as a Whole- Time Director. He
holds 3000 equity shares in the Company.Pursuant to Section 149(1) and
all other applicable provisions of the Companies Act, 2013 and as per
Clause 49 of the Listing Agreement with Stock Exchange, a class or
class of company as may be prescribed shall have at least one women
director. Mrs. Renu Somani was appointed as Additional Independent
Director of the Company with effect from 23.03.2015. She is a Bachelor
in Arts (B.A) from Chennai University and has over 18 years experience
of social sector. The terms & conditions of her appointment as
independent director as per schedule iv of the Act. She has submitted a
declaration that she meets the criteria of independence as provided in
section 149 (6) of the Companies Act, 2013. Shri Mahendra Kumar Jain
has been appointed as Chief Financial Officer of the Company as per
Section 203 of the Companies Act, 2013. An experienced team of Senior
Executive of the Company including a practicing Company Secretary are
looking after all Company Law and Listing Agreement related
compliances, however the Company is also looking for a qualified
Company Secretary.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act 2013,
with respect to Directors' responsibility statement, it is hereby
confirmed that:
a. in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b. the directors had 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 said period;
c. the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. 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.
CORPORATE GOVERNANCE ,
In compliance with Clause 49 of the Listing Agreement, a separate
report on Corporate Governance along with a certificate from the
Auditors on its Compliance forms an integral part of this report.
MEETING OF THE BOARD
Eight meetings of the Board of Directors were held during the year. For
further details, please refer page no.18 of this annual report.
POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matter provided in Section 178(3) of the Act has been disclosed
in the corporate governance report on page no.20, which forms part of
directors' report
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements / transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arms length basis.
Your Directors draw attention of the members to Note no. 29 of the
financial statement which set out related party transactions.
INTERNAL FINANCIAL CONTROLS
The Board of Directors have taken necessary steps for internal
financial control and its adequacy during the financial year 2014-15.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The particulars of loans, guarantees and investments have been
disclosed in the financial statements of the Company.
SECRETARIAL STANDARDS OF ICSI
During the year under review, Secretarial Standard specified by the
Institute of Company Secretaries of India (ICSI) from time to time were
recommendatory in nature. Your Company however complied with the same.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risk that
the organisation faces such as strategic, financial, credit, market,
liquidity, security, property, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place of capable of addressing those
risks. However there are no risks which in the opinion of the Board
threaten the existence of your Company.
VIGIL MECHANISM
Your Company is committed to highest standard of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The policy provide a framework and process
whereby concerns can be raised by its employees against any kind of
discrimination, harassment, victimization or any other unfair practice
being adopted against them. More details on the vigil mechanism and the
Whistle Blower Policy of your Company have been outlined in the
Corporate Governance Report which forms part of this report.
SECRETARIAL AUDITOR
The Board has appointed M/s Arun Dash & Associates, Company
Secretaries, to conduct Secretarial Audit of the Company for the
financial year ended March 31,2015 is annexed herewith marked as
Annexure II to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
COST AUDITOR
An experienced team of Senior Executives of the Company is looking
after cost accounting related functions of the company, however the
Company is also looking for a suitable qualified Cost Auditor.
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W),
Chartered Accountants, were appointed as statutory auditors of the
Company from the conclusion of the 27,Bannual general meeting of the
company till the conclusion ofthe32na Annual General Meeting of the
Company to be held in the calendar year 2019 subject to ratification of
their appointment at every Annual General Meeting
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act,
2013 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed to this report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
I to this Report,
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with
Rules 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
During the year 2014-2015, the Company has no executive who was in
receipt of remuneration exceeding the sum prescribed under aforesaid
section / rule.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members/Share
holders of the company during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the
committed services by Company's executives, staff and workers.
For and on behalf of the Board
Lalit Kumar Daga
Chairman
Date : 30th May, 2015 Place : Mumbai.
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report
together with Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2014. The highlights of the financial results
are as under:
FINANCIAL RESULTS:
2013-2014 2012-2013
(Rs. in Crores) (Rs.in Crores)
Total Revenue 444.89 437.68
Profit before Tax 7.96 8.70
Less:Tax Expenses 2.10 2.30
Net Profit 5.86 6.40
Add:Balance brought
forward from previous year 39.63 34.58
Balance available for
Appropriations 45.49 40.98
Appropriations:
Proposed Dividend 0.94 0.94
Corporate tax on dividend 0.16 0.16
Transfer to General Reserve 0.25 0.25
Balance transferred to
Balance Sheet 44.14 39.63
Total 45.49 40.98
REVIEW OF OPERATIONS
During the year 2013-2014 total revenue of the Company is Rs.444.89
crores as compared to Rs.437.68 crores in the previous year. The net
profit is Rs.5.86 crores as compared to Rs.6.40 crores in the previous
year.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.50 per
equity share (same as previous year) i.e 15%, which will be paid in
line with the applicable rules after your approval at the ensuing
Annual General Meeting.
WIRE RODS & CONDUCTORS
In the year gone by the Aluminium Division of the Company has shown an
increase in itsproduction as well as in sales. During the years total
sale of its products has increased to Rs.434.04 cores as compared to
Rs.427.69 crores in the previous year. This has primarily on account of
increase in total revenue of Conductors which has gone up to Rs.289.08
Cores as compared to Rs.203.28 Crores in the previous year. The
capacity utilization of Conductor Plant is consistently going up and we
hope in the current year also we will see significant improvement over
the last year.
We are pleased to inform you that the Company has got itself registered
with most Electricity Boards in the country. We have successfully
supplied to a lot of them and are presently having good orders for the
supply of Aluminium Conductors. All these should contribute to an
increase in the Aluminium Division''s sales.
MINING BUSINESS
In the year 2013-2014 the Company has shown an increase in trading of
Bauxite and this division contributed total Rs.5.21 crores as compared
to Rs.2.98 crores in the previous year in the total revenue of the
Company.
POWER GENERATION
During the year 2013-2014, the Company has installed two Solar Power
Plants of 100 KWP & 522 kWp each which are located SKF India Ltd.
premises at Pune & Bangluru and its has contributed total Rs.5.90 lacs
in the total revenue of the Company.
Your Company also have two Wind Turbine Generator (WTG), one is of 1.25
Mega Wattslocated at District Nandurbar and another is 1.50 Mega Watts
located at Sangli, both are in Maharashtra State. During the year both
WTG contributed Rs.2.45 crores in the total revenue of the Company as
compared to Rs.2.36 crores in the previous.
ISO 9001:2008
The Wire Rod as well as Conductor divisions of the Company are ISO
9001:2008 certified and the Company is committed to maintain and
improve quality.
CORPORATE SOCIAL RESPONSIBILITY
The Companies Act, 2013 notified section 135 of the Act concerning
Corporate Social Responsibility along with the Rules thereunder and
revised schedule VII of the Act which come into effect from 1st
April,2014. The Company being covered the provisions of the said
section, has taken necessary initial step in this regard, A committee
of the directors titled Corporate Social Responsibility (CSR) Committee
has been formed by the directors consisting Shri Shailesh Daga as
Chairman and Shri Sudhir Goel & Shri Navin Shah as other members.
The said section being enacted with effect from 1st April,2014,
necessary details as prescribed under the said section shall be
presented to the members in the Annual Reports for the year 2014-2015.
DIRECTORS
In view of the provisions of the Companies Act,2013, Shri Sudhir Goel
has now become retiring Directors. Thus he will be in the category of
directors liable to retire by rotation and being eligible, offer
himself for re-appointment. In terms of the Articles of Association of
the Company, Shri Lalit Kumar Daga, Director, retire at the ensuing
Annual General Meeting and being eligible, offer himself for
re-appointment. Pursuant to section 149 (4) of the Companies Act,2013,
every listed Company is required to appoint at least one third of its
directors as independent directors. The Board already has one half of
its directors in the category of independent directors in terms of the
provisions of clause 49 of the listing agreement.
As required under the said Act and the Rules made thereunder, the same
is now put up for approval of the members at the ensuing annual general
meeting.
The independent directors have submitted the declaration of
independence, as required pursuant to section 149 (7) of the Companies
Act,2013 stating that they meet the criteria of independence as
provided in sub-section (6) as well as Clause 49 of the Listing
Agreement.
KEY MANAGERIAL PERSONS
Section 203 of the Companies Act,2013, which came into effect from 1st
April,2014, requires every Listed Company to have Managing Director,
Company Secretary & Chief Financial Officer. The Company also has a
Managing Director & Whole-Time Director. The board of directors has
designated/appointed Shri Mahendra Kumar Jain as Chief Financial
Officer of the Company. An experienced team of senior Executives of the
Company including a practicing Company Secretary are looking after all
Company Law & Listing Agreement related compliances, however the
Company is also looking for a suitable qualified Company Secretary.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of Companies Act
1956, with respect to Directors'' responsibility statement, it is hereby
confirmed that:
i) in the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the directors had 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, 2014 and of the profit of the Company
for the said period;
iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern
basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock
Exchange Ltd., a separate section titled "Corporate Governance'' has
been included in this Annual Report, along with the report on
Management Discussion and Analysis and General Shareholders
Information.
SECRETARIAL STANDARDS OF ICSI
During the year under review, Secretarial Standard specified by the
Institute of Company Secretaries of India(ICSI) from time to time were
recommendatory in nature. Your Company, however complied with the same.
AUDITORS
The existing statutory Auditors of the Company M/s. A. J. Baliya &
Associates (Firm Reg.No.100948W), Chartered Accountants, who hold
office until the conclusion of ensuing annual general meeting has
informed their unwillingness to continue as statutory auditors of the
Company due to their personal reasons after ensuing annual general
meeting. The Company has shortlisted M/s. Motilal & Associates (Firm
Reg.No.106584W), Chartered Accountants, as a new statutory auditors of
the Company and they have shown their interest for the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to 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 is annexed to this report.
PARTICULARS OF EMPLOYEES
During the year 2013-2014 the Company has no executive who was in
receipt of remuneration exceeding the sum prescribed under Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation for
assistance and Co-operation received from their Bankers, Government
authorities, vendors and members during the year under review.
Directors also wish to place on record their deep sense of appreciation
for the committed services by the Company''s executives, staff &
workers.
Place : Mumbai For and on behalf of the Board
Date : 30th May,2014 Lalit Kumar Daga
Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 25th Annual Report
together with Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2012. The highlights of the financial results
are as under:
FINANCIAL RESULTS: 2011-2012 2010-2011
(Rs. in Crores) (Rs. in Crores)
Total Revenue 410.61 363.73
Profit before Tax 8.21 8.09
Tax Expenses 1.61 3.03
Net Profit 6.60 5.06
Balance brought forward
from previous year 29.33 25.62
Balance available for Appropriations 35.93 30.68
Appropriations:
Proposed Dividend 0.94 0.94
Corporate tax on demand 0.15 0.16
Transfer to General Reserve 0.25 0.25
Balance transferred to
Balance Sheet 34.59 29.33
Total 35.93 30.68
REVIEW OF OPERATIONS
This year the Company has completed 25 years of its existence and
during the last 25 years, the Company has shown a continued improvement
in its performance.
During the year your Company has shown improved performance. Your
Company's total revenue has increased to Rs.410.61 crores from
Rs.363.73 crores in the previous year. The net profit has increased to
Rs.6.60 crores as compared to Rs.5.06 crores in the previous year.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.50 per
equity share (same as previous year) i.e 15%, which will be paid in
line with the applicable rules after your approval at the ensuing
Annual General Meeting.
WIRE RODS & CONDUCTORS
In the year gone by the Aluminium Division of the Company has shown an
increase in its production as well as in sales. During the years total
sale of its products has increased to Rs.402.13 cores as compared to
Rs.355.45 crores in the previous year. This has primarily on account
of increase in total revenue of Conductors which has gone up from
Rs.104.75 crores to Rs.152.94 crores. The capacity utilization of
Conductor Plant is consistently going up and we hope in the current
year also we will see significant improvement over the last year.
We are pleased to inform you that the Company has got itself registered
with most Electricity Boards in the country. We have successfully
supplied to a lot of them and are presently having good orders for the
supply of Aluminium Conductors. All these should contribute to an
increase in the Aluminium Division's sales.
MINING BUSINESS
The year 2011-2012 was not a good year for the mining business for the
Company. Total traded quantity of Bauxite ore has reduced and its
resulted in reduction in its total revenue to Rs.2.93 crores as
compared to total revenue of Rs.3.85 crores in the previous year. Due
to frequent changes in the Govt. policies, the Company has restricted
its exposure in mineral business.
WIND POWER GENERATION
Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega
Watts located at District Nandurbar and another is 1.50 Mega Watts
located at Sangli, both are in Maharashtra State. Both WTG performance
are good and its contributed Rs.2.23 crores in the total revenue of the
Company as compared to Rs.1.90 crores in the previous year.
During the year a subsidiary Company named Hind Power Products Pvt.
Ltd. has been incorporated under the Companies Act, 1956.
ISO 9002
The Wire Rod as well as Conductor divisions of the Company are ISO
9001:2008 certified and the Company is committed to maintain and
improve quality.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock
Exchange Ltd., a Management Discussion and Analysis Report on Corporate
Governance and a Certificate from the Company's Statutory Auditors are
a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING ANDOUTGO
The information pursuant to 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 is annexed to this report.
PARTICULARS OF EMPLOYEES
At the end of the year 2011 -2012 the Company has no executive who was
in receipt of remuneration exceeding the sum prescribed under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors' responsibility statement, it is
hereby confirmed that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the directors had 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, 2012 and of the profit of the Company
for the said period;
iii) the directors have taken proper and sufficient care of the
maintenance of adequate accounting i 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) the directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS
M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the
Company, retire at ensuring annual general meeting and being eligible
for re-appointment.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation of
assistance and Co-operation received from their Bankers during the year
under review. Directors also wish to place on record their deep sense
of appreciation of the devoted services rendered by all the employees
of the Company.
For and on behalf of the Board
Lalit Kumar Daga
Chairman
Place: Mumbai
Dated: 8th June. 2012
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 24th Annual Report
together with Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2011. The highlights of the financial results
are as under:
FINANCIAL RESULTS: 2010-2011 2009-2010
(Rs. in Crores) (Rs.in Crores)
Total Income 361.28 184.14
Gross Profit 10.79 6.27
Less: Depreciation 2.70 2.64
Profit before tax 8.09 3.63
Tax expenses 3.03 0.89
Profit after tax 5.06 2.74
Add: Balance brought forward
from previous year 25.62 24.01
Surplus available for appropriation 30.68 26.75
Appropriation:
General Reserve 0.25 0.25
Dividend 0.94 0.75
Corporate tax on dividend 0.16 0.13
Balance transferred to Balance Sheet 29.33 25.62
REVIEW OF OPERATIONS
During the year your Company has shown improved performance. Your
Company's income has increased to Rs. 361.28 Crores from Rs.184.14
crores in the previous year. This has been possible due to increased
sale in the Conductor division of the Company. The total volume handled
by the company has increased and this also led to an increase in the
net profit to Rs.5.06 Crores as compared to Rs. 2.74 Crores in the
previous year.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.50 per
equity share (same as previous year) i.e 15%, which will be paid in
line with the applicable rules after your approval at the ensuing
Annual General Meeting.
WIRE RODS & CONDUCTORS
In the year gone by the Aluminium Division of the Company has shown an
increase in its production from 25,232 MT in the previous year to
27,687 MT in the current year. This has primarily on account of
increase in production of Conductors which has gone up from 6458 MT to
8554 MT. The capacity utilization of Conductor Plant is consistently
going up and we hope in the current year we will see significant jump
over the last year figures.
We are pleased to inform you that the Company has got itself registered
with most Electricity Boards in the country. We have successfully
supplied to a lot of them and are presently having good orders for
supply of Aluminium Conductors. All these should contribute to an
increase in the Aluminium Division's sales.
MINING BUSINESS
In the year 2010-2011 the Company has shown an increase in trading of
Bauxite and sold 41,950 MT Bauxite as compared to 15,424 MT in previous
year. Due to dramatic fluctuation in the price of Iron Ore, the Company
has restricted its exposure in this commodity during the year.
WIND POWER GENERATION
Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega
Watts located at District Nandurbar and another is 1.50 Mega Watts
located at Sangli, both are in Maharashtra State. During the year
47,18,492 units of power were generated as compared to 56,61,920 units
in the previous year and reduction in generation of power was due to
low wind pattern in that area.
ISO 9002
The Wire Rod as well as Conductor divisions of the Company are ISO
9001:2008 certified and the Company is committed to maintain and
improve quality.
ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS
During the year 2010-2011, your Company has allotted 13,00,000
preferential equity shares of Rs.10/- each fully paid-up for cash at a
premium of Rs.33/- per share aggregating Rs.5,59,00,000/- to
non-promoter shareholders in compliance with the provisions of Section
81, 81(A) and other applicable provisions, if any of the Companies Act,
1956 and listing agreement entered into between the Company and Bombay
Stock Exchange Ltd (BSE), the guidelines, regulations and
clarifications issued by Security Exchange Board of India (SEBI).
In view of the same, the authorized share capital of the Company has
increased from Rs. 5,50,00,000/- to Rs. 6,50,00,000/- and subsequently
issued, subscribed & paid-up capital has also increased by Rs.
1,30,00,000/- and now its became Rs. 6,30,02,000/-.
SUBSIDIARY COMPANIES
During the year Company has incorporated a subsidiary Company named
'Associated Industries Ltd. SFZ' in Sultanate of Oman for exploring the
processing opportunities of mineral resources.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock
Exchange Ltd., a Management Discussion and Analysis Report on Corporate
Governance and a Certificate from the Company's Statutory Auditors are
a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to 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 is annexed to this report.
PARTICULARS OF EMPLOYEES
At the end of the year 2010-2011 the Company has no executive who was
in receipt of remuneration exceeding the sum prescribed under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under
Section 217 (2AA) of the Companies Act, 1956, with respect to
Directors' responsibility statement, it is hereby confirmed that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the directors had 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 31 st March, 2011 and of the profit of the Company
for the said period;
iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS
M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the
Company, retire at ensuring annual general meeting and being eligible
for re-appointment.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation of
assistance and Co-operation received from their Bankers during the year
under review. Directors also wish to place on record their deep sense
of appreciation of the devoted services rendered by all the employees
of the Company.
For and on behalf of the Board
Lalit Kumar Daga
Chairman
Place : Mumbai.
Dated : 30th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 23rd Annual Report
together with Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2010. The highlights of the financial results
are as under:
FINANCIAL RESULTS: 2009-2010 2008-2009
(Rs. in Crores) (Rs.in Crores)
Total Income 184.14 220.46
Gross Profit 6.27 6.12
Less: Depreciation 2.64 2.54
Profit before tax 3.63 3.58
Tax expenses 0.89 1.23
Profit after tax 274 2.35
Add: Balance brought forward
from previous year 24.01 22.79
Surplus available for
appropriation 26.75 25.14
Appropriation:
General Reserve 0.25 0.25
Dividend 0.75 0.75
Corporate tax on dividend 0.13 0.13
Balance transferred to
Balance Sheet 25.62 24.01
REVIEW OF OPERATIONS
In the year gone by the total income of the Company has reduced from
Rs.220.46 crores to Rs.184.14 crores. This has primarily been on
account of raw material prices being low in the first half of the year.
Also in the Mining Division there is a reduction in the quantity of
Bauxite traded which has contributed to the reduction in the total
income. The profit before depreciation has gone up marginally to
Rs.6.27 crores from Rs.6.12 crores and the corresponding profit
aftertax also gone up to Rs.2.74 crores from Rs.2.35 crores.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs.1.50 per
equity share (same as previous year) i.e 15%, which will be paid in
line with the applicable rules after your approval at the ensuing
Annual General Meeting.
WIRE RODS & CONDUCTORS
In the year gone by the Aluminium Division of the Company has shown an
increase in its production from 22,003 MT in the previous year to
25,232 MT in the current year. This has primarily on account of
increase in production of Conductors which has gone up from 3117 MT to
6458 MT. The capacity utilization of Conductor Plant is consistently
going up and we hope in the current year we will see significant jump
over the lastyearfigures.
We are pleased to inform you that the Company has got itself registered
with most Electricity Boards in the country. We have also supplied to
a lot of them and are presently having good orders for supply of
Aluminium Conductors. All these should contribute to an increase in the
Aluminium Divisions sales.
MINING BUSINESS
The year 2009-10 was a bad year for the mining business. Iron Ore
prices have been fluctuating dramatically because of which we have
restricted our exposure to this commodity. There has been marginal
increase in our sales from 31,297 MT to 32,620 MT. Even the Bauxite
quantity has reduced significantly from 55,197 MT to 15,424 MT. This
has primarily been on account of certain logistical problems faced in
the year near mine locations. These problems have subsequently been
solved and we hope that in the current year we will see a good increase
in the volume of Bauxite handled. This will contribute to both turnover
as well as profitability of this division.
WIND POWER GENERATION
Your Company has two Wind Turbine Generator (WTG), one is of 1.25 Mega
Watts located at District Nandurbar and another is 1.50 Mega Watts
located at Sangli, both are in Maharashtra State. During the year
5661919.83 units of power were generated as compared to 5489480.40
units in the previous year.
ISO 9002
The Wire Rod as well as Conductor divisions of the Company are ISO
9001:2000 certified and the Company is committed to maintain and
improve quality.
ALLOTMENT OF PREFERENTIAL EQUITY SHARES
During the period under review, special resolutions were passed by the
shareholders at their Extra-ordinary General Meeting held on 20th
April,2010. Your Company has allotted 13,00,000 preferential equity
shares of Rs.10/- each fully paid-up for cash at a premium of Rs.33/-
per share aggregating Rs.5,59,00,000/- to non-promoter shareholders in
compliance with the provisions of Section 81(A) and other applicable
provisions, if any of the Companies Act,1956 and listing agreement
entered into between the Company and Bombay Stock Exchange Ltd (BSE),
the guidelines, regulations and clarifications issued by Security
Exchange Board of India (SEBI).Listing of these shares has been done at
BSE and the same shall be in locked-in upto 2nd May,2011.
The object of this preferential equity shares is being made by the
Company to finance capital expenditure in connection with expansion and
modernization of manufacturing and marketing facilities, business
acquisitions, working capital requirements arising out of increased
volume of business, building capacities for existing and new lines of
business, investment in subsidiaries and other corporate purpose.
In view of the same, the authorized share capital of the Company has
increased from Rs.5,50,00,000/- to Rs.6,50,00,000/- and the Clause V of
the Memorandum of Association and Article 3 of the Articles of
Association of the Company has been altered, accordingly.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Bombay Stock
Exchange Ltd., a Management Discussion and Analysis Report on Corporate
Governance and a Certificate from the Companys Statutory Auditors are
a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to 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 is annexed to this report.
PARTICULARS OF EMPLOYEES
At the end of the year 2009-2010 the Company has no executive who was
in receipt of remuneration exceeding the sum prescribed under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors responsibility statement, it is
hereby confirmed that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the directors had 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 fairview of the state of affairs
of the Company as at 31 st March, 2010 and of the profit of the Company
for the said period;
iii) the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the CompaniesAct, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS
M/s. A.J. Baliya & Associates, Chartered Accountants, Auditors of the
Company, retire at ensuring annual general meeting and being eligible
for re-appointment.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation of
assistance and Co-operation received from their Bankers during the year
under review. Directors also wish to place on record their deep sense
of appreciation of the devoted services rendered by all the employees
of the Company.
For and on behalf of the Board
Lalit Kumar Daga
Place : Mumbai. Chairman
Date : 15th June, 2010