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Directors Report of Hind Rectifiers Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 56th Annual Report together with the Audited accounts for the year ended March 31, 2014.

(Rs. In Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2014 31.03.2013

Gross Operational Income 10,187.09 14,539.64

Less: Excise Duty / Service Tax 515.43 917.99

Net Operational Income 9,671.66 13,621.65

Gross Profit / (Loss) (477.50) 1,345.36

Less : Depreciation 228.67 234.67

Profit / (Loss) before tax (706.17) 1,110.69

Less:Provision for Taxation-Current - 222.50 - MAT Credit Entitlement - (125.00) - Deferred (213.30) 0.43 - For Earlier Years (0.33) (0.01) (213.63) 97.92

Profit / (Loss) after taxes (492.54) 1,012.77

Add: Surplus of previous year 125.17 94.27

Add: Transferred from General Reserve 425.00 -

Surplus / Deficit available for 57.63 1,107.04 appropriation

Appropriations :

Transferred to General Reserve - 400.00

Transferred to Reserve for Capital - 300.00 Expenditure

Proposed Dividend 30.11 240.93

Tax on Dividend 5.12 40.94

Surplus Carried to Balance Sheet 22.40 125.17

OPERATIONS:

During the year under review the performance of the Company was adversely affected due to overall recession in the infrastructure and capital goods sector. The turnover of the Company during the year was Rs. 9,671.66 lacs as compared to Rs. 13,621.65 lacs in the previous year. Per unit realisation was also lower due to increased competition on account of limited business in the market. This resulted in to loss of Rs. 706.17 lacs.

Performance of the Company was also affected due to the wide fluctuations in the foreign exchange in the first half of the current financial year.

Efforts are being made to improve the performance of the Company during the current year by commercialisation of new products and cost reduction by way of value engineering. For increasing the business, Company is participating in various exhibitions in India and abroad. More emphasis is being given on development of new products and a separate team is being prepared for development for various products.

During the year under review the Semi-conductor division of the Company has been accredited with UL certification and Semi-conductor division of the Company has been accredited with CE certification. During the year Company has successfully supplied 3 phase Transformer for WAP5, WAP7 and WAG9 for Indian Railways.

There are positive signs of improvement in the general economy which is likely to further improve in view of the stable Government at centre.

The Company expects the turnaround in the infrastructure and capital goods sector and accordingly expects improvement in the turnover and overall performance at the end of the current financial year.

DIVIDEND:

The Directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend @ 10% (Rs. 0.20 per share) amounting to Rs. 30.11 lacs for the year ended 31st March, 2014 (previous year Rs. 240.93 lacs)

DEPOSITS:

There were no unclaimed deposits as on 31st March, 2014.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Shri Pawan Kumar Golyan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149 (10) of the Companies Act, 2013 states that Independent Directors shall hold office for a term of upto 5 consecutive years on the Board of a Company, and shall be eligible for re-appointment on passing of an Ordinary Resolution by the shareholders of the Company.

Shri V. K. Bhartia, Shri D. R. Mehta, Shri Pradeep Goyal and Shri Binod Patodia, all Non Executive Independent Directors of the Company retire at the ensuing AGM and seek re-appointment for a term of 5 consecutive years.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 139 of the Companies Act, 2013, for re-appointment as Auditors of the Company to hold office from the conclusion of this AGM to the conclusion of the third consecutive AGM. Members are requested to consider their re-appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

AUDITORS'' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in Other Notes on Financial Statements which are self explanatory and therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a firm of Practicing Company Secretaries. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 are not applicable as no employee of the Company was in receipt of the remuneration exceeding the limits prescribed therein.

LISTING:

The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board of Directors Lake Road, Bhandup (W), For Hind Rectifiers Limited Mumbai - 400 078.

Place: Mumbai S. K. Nevatia Dated: 28th May, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting 55th Annual Report together with the Audited accounts for the year ended March 31, 2013.

(Rs. In Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2013 31.03.2012

Gross Operational Income 14,539.64 12,653.29

Less: Excise Duty / Service Tax 917.99 859.33

Net Operational Income 13,621.65 11,793.96

Gross Profit 1,345.36 1,447.78

Less : Depreciation 234.67 239.83

Profit before tax 1,110.69 1,207.95

Less : Provision for Taxation - Current 222.50 244.00

- MAT Credit Entitlement (125.00) (88.00)

- Deferred 0.43 (16.85)

- For Earlier Years (0.01) 0.62

97.92 139.77

Profit after taxes 1,012.77 1,068.18

Add: Surplus of previous year 94.27 56.10

Profit available for appropriation 1,107.04 1,124.28

Appropriations :

Transferred to General Reserve 400.00 400.00

Transferred to Reserve for Capital Expenditure 300.00 350.00

Proposed Dividend 240.93 240.93

Tax on Dividend 40.94 39.08

Surplus Carried to Balance Sheet 125.17 94.27

OPERATIONS:

The turnover of HIRECT was Rs. 136 crores during Financial Year 2012-13, 16% higher than the turnover in Financial Year 2011-12. This increase was primarily driven, albeit delayed by finalization of some tenders and orders from Indian Railways and certainly higher output from Dehradun.

The Financial results could have been better but for non-finalization of pending tenders by Indian Railways, lack of enquiries for Power plants due to the imbroglio caused regarding coal even though there is an acute shortage of power in many states, which also affected the enquiries for Electrochemical applications. Further, due to the sluggish American and European markets, Customers could not finalize the export projects and definitely the reduction in the demand of the Customer''s products affected the finalization of new projects.

During Fiscal 2013, our profit margin decreased compared to the prior year due to considerable increase in the raw material cost, competitive pricing pressures and increased competition, which contributed to a decline in gross margin.

HIRECT faces a highly challenging next year. As we look ahead, we have to assume that the headwinds we''ve faced last year — will continue for the foreseeable future. There are no signs of improvement in the economy and there being no improvement in the flow of enquiries, no improvements in prospects of business and more competitors entering the field. Even the pace and sustainability of further improvements are questionable.

We are therefore assuming modest improvement in our plans. The environment will continue to change, and we will always be confronted with new issues and challenges. The company is focusing on improving productivity, reducing cost of manufacturing by re-designing, re-engineering, and introducing new vendors with technical support. The Company expects with the implementation of above measures, modest results in the fiscal year 2014.

The prototype of new products namely 3x130 KVA Converter for WAP5, WAP7 & WAG9 and 3 Phase Transformer for WAP5, WAP7 & WAG9 for Indian Railways and Universal Controller for High Current Rectifiers for the non railway segments are undergoing extensive field trials. The Company expects to receive more orders for these products for execution for the next financial year.

DIVIDEND:

The Directors are pleased to recommend for consideration of the shareholders at the Annual General Meeting payment of dividend @ 80% (Rs. 1.60 per share) amounting to Rs. 240.93 Lacs for the year ended 31st March, 2013 (previous year Rs. 240.93 Lacs).

TRANSFER TO RESERVE:

In view of the Proposed Capital Expenditure to increase the capacity / modernization of the various Plants, Board of Directors have decided that in addition to transfer a sum of Rs. 400.00 Lacs to General Reserve, a sum of Rs. 300.00 Lacs to be transferred to Reserve for Capital Expenditure from current year''s profit.

DEPOSITS:

The Company has neither invited nor accepted deposits during the year ended March 31, 2013.

BOARD OF DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Binod Patodia, Shri Pradeep Goyal and Shri Bharat Swaroop, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013.

3. 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. The annual accounts have been prepared on a going concern basis.

SHAREHOLDER''S FACTORY VISIT:

Visit of the Mumbai Plant was arranged on February 7, 2013 for shareholders of the Company. 190 shareholders and 29 Joint shareholders participated in the visit.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1B) of the Companies Act, 1956, for re-appointment as Auditors of the Company. Members are requested to consider their re-appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

AUDITORS'' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in Other Notes on Financial Statements which are self explanatory and therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a firm of Practicing Company Secretaries. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 are not applicable as no employee of the Company was in receipt of the remuneration exceeding the limits prescribed therein.

LISTING:

The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board of Directors

Lake Road, Bhandup (W), For Hind Rectifiers Limited

Mumbai - 400 078.

Place: Mumbai S. K. Nevatia

Date : 31st May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have great pleasure in presenting 54th Annual Report together with the Audited accounts for the year ended March 31, 2012.

(Rs. In Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2012 31.03.2011

Gross Operational Income 12,653.29 10,853.67

Less: Excise Duty / Service Tax 859.33 689.79

Net Operational Income 11,793.96 10,163.88

Gross Profit 1,447.78 1,401.66

Less : Depreciation 239.83 239.68

Profit before tax 1,207.95 1,161.98

Less : Provision for Taxation

- Current 244.00 234.00

- MAT Credit Entitlement (88.00) (54.00)

- Deferred (16.85) (29.28)

- For Earlier Years 0.62 (3.15)

139.77 147.57

Profit after taxes 1,068.18 1,014.41

Surplus of previous year 56.10 54.20

Profit available for appropriation 1,124.28 1,068.61

Appropriations :

Transferred to General Reserve 400.00 750.00

Transferred to Reserve for Capital Expenditure 350.00 -

Proposed Dividend 240.93 225.87

Tax on Dividend 39.08 36.64

Surplus Carried to Balance Sheet 94.27 56.10

OPERATIONS:

With the expected increase in productivity and profits in measurable terms the future of the Company looks bright in the coming years.

The output at Dehradun Plant continues to grow. Plant & Machinery for manufacturing Transformers & repairing old Transformers for Railways have been installed and the Company has also received clearance from the Research Design and Standard Organisation (RDSO) to commence the manufacturing operations. The Company expects marked improvement in production & sales from Dehradun unit.

The output from Nashik Plant has shown a noticeable improvement and we expect a visible measurable performance in the years to come. Last year, we manufactured Reactors for BHEL, for the first time and we expect more orders of Reactors for execution from Nashik Plant.

Company's pending orders booked as on March 31st 2012 was at Rs 7,365 Lacs, up from Rs 4,359 Lacs a year ago. Company received new orders worth Rs 14,264 Lacs in the period April 2011 to March 2012.

Company has good pending orders and barring unforeseen circumstances like delay in release of payments, release of orders and raising of new tenders / enquiries by the Indian Railways, the Company expects healthy growth in sales turnover.

We believe that the steady and consistent improvement in our financial performance over the past two years underscores that we are headed in the right direction and that our strategy is delivering.

In terms of strategic priorities, with a challenging economic environment and a highly competitive market - we have placed high priority on technology and innovation with focus on competitiveness and therefore a mainstream leader.

Company has exported a Rectifier to South Africa for extrusion of Copper & Cobalt. The Company has bagged an order from Malaysia for High Current Rectifiers.

Company is laying great stress on the design & development of new products to augment its sales.

In the previous financial year, a small contribution towards sales was made by the following new products.

1) 1550 KVA EMU Transformer

2) 1250 KVA EMU Rectifier

3) 1250 KVA EMU Transformer

In the current year a beginning will be made in adding to the turnover by marketing the following new products:

a) 3 Phase Loco Transformer

b) 3x130 KVA Aux. Converter

c) 3 Phase High Voltage Rectifier

d) Universal Controller

e) HICON controller for Electrostatic Precipitator

f) 1000 KVA Transformer

From the year 2013-14 onwards the Company expects quantum growth in sales from the above new products.

Looking at the big picture, what all this adds up to is our commitment on focusing on driving improvements on all our key operational parameters.

DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of dividend @ 80% (Rs 1.60 per share) amounting to Rs 240.93 Lacs for the year ended 31st March, 2012 (previous year Rs 225.87 Lacs).

TRANSFER TO RESERVE:

In view of the proposed Capital Expenditure to increase the capacity / modernization of the various Plants, Board of Directors have decided that in addition to transfer a sum of Rs 400.00 Lacs to General Reserve a separate reserve namely called Reserve for Capital Expenditure to be created by way of transfer a sum of Rs 350.00 Lacs from current year's profit.

DEPOSITS:

Deposits amounting to Rs 2.25 Lacs due for payment on or before 31st March, 2012 remained unclaimed by the depositors on that date. Letters have been sent to such depositors reminding them to claim their deposits. A sum of Rs 0.75 Lacs has been claimed so far.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Niraj Bajaj, Shri D. R. Mehta and Shri V. K. Bhartia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012.

3. 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. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1B) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

M/s. R. Gupta & Associates, Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of Company.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Other Notes on Financial Statements which are self explanatory and therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 are given in the prescribed format as an Annexure "II" to the Directors' Report.

LISTING:

The Company has listed its Shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant. ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board of Directors

Lake Road, Bhandup (W), For Hind Rectifiers Limited

Mumbai - 400 078.

Place: Mumbai S. K. Nevatia

Dated: 30th May, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have great pleasure in presenting 53rd Annual Report together with the Audited accounts for the year ended March 31, 2011.

(Rs. In Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2011 31.03.2010

Gross Operational Income 10,810.39 7,970.91

Less: Excise Duty 646.51 436.45

Net Operational Income 10,163.88 7,534.46

Gross Profit 1,402.46 1,160.71

Less: Depreciation 239.68 156.40

Profit before tax 1,162.78 1,004.31

Less: Provision for Taxation - Current 234.00 197.00

- MAT Credit Entitlement (54.00)

- Deferred (29.28) 29.90

150.72

Profit after taxes 1,012.06 777.41

Excess/(Short) Provision for taxation of earlier year 3.15 (4.50)

Adjustment in respect of earlier years (0.80) (1.85)

Surplus of previous year 54.20 49.78

Profit available for appropriation 1,068.61 820.84

Appropriations:

Transferred to General Reserve 750.00 520.00

Proposed Dividend 225.87 210.81

Tax on Dividend 36.64 35.83

Surplus Carried to Balance Sheet 56.10 54.20

OPERATIONS:

As envisioned, the output from Dehradun plant has been continuously improving with sustained efforts combined with aggressive marketing, the Company has been able to book higher orders despite keen competition resulting in increased sales. These two factors have helped the Company to show marked improvements in the top-line and bottom-line.

The Company continues its policy of assertive marketing, vendor development and outsourcing of intermediate products which will reflect in better results at the end of financial year 2011-2012.

The Companys performance further improved due to the following :

- The Company supplied 2 MW Traction sub-station with HIRECT rectifier sets for Mumbai Monorail which is the first monorail in India in the year 2010-2011. The Company is targeting the business of Monorail in India and South East Asia for further growth.

- The Company executed an order with a rating of 6MW for graphite application and the Company expects to do further business in this area in the coming financial year. The market in India of High Current Rectifiers (Water Cooled) is showing positive signs of improvement.

- The Company will continue its sustained efforts in the export market in the current year to create a niche in the global market.

DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the Annual General Meeting, payment of dividend @ 75% (Rs. 1.50 per share) amounting to Rs.2,25,86,895/- for the year ended 31st March, 2011 (previous year Rs.2,10,81,102/-).

DEPOSITS:

Deposits amounting to Rs.4,00,000/- due for payment on or before 31st March,2011 remained unclaimed by the depositors on that date. Letters have been sent to such depositors reminding them to claim their deposits

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Pawan Kumar Golyan & Shri Bharat Swaroop, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

The Board has appointed Shri Akhil Marfatia as an Additional Director of the Company with effect from April 11, 2011. His term expires at the forthcoming Annual General Meeting of the Company. Being eligible, he offers himself for re-appointment and the Board recommends that he be re-appointed.

During the year Shri Jayant H. Shah expressed his inability to continue as Director of the Company due to his old age. Your Board places its appreciation for the services rendered by Shri Jayant H. Shah during the tenure of his directorship.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011.

3. 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. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1B) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of the Company.

M/s. R. Gupta & Associates [name of the firm changed from Mullick & Co. to R. Gupta & Associates], Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of the Company.

AUDITORS OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore, are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 are given in the prescribed format as an Annexure "II" to the Directors Report.

LISTING:

The Company has listed its Shares on The Bombay Stock Exchange Ltd., & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board of Directors

For Hind Rectifiers Limited

S. K. Nevatia

Chairman & Managing Director

Registered Office:

Lake Road, Bhandup (W),

Mumbai - 400 078.

Place: Mumbai

Dated: 30th May, 2011


Mar 31, 2010

The Directors have great pleasure in presenting 52nd Annual Report together with the Audited accounts for the year ended March 31, 2010.

(Rs. In Lacs

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009

Gross Operational Income 7,970.91 10,869.05

Less: Excise Duty 436.45 1,054.19

Net Operational Income 7,534.46 9,814.86

Gross Profit 1,160.71 1,578.25

Less: Depreciation 156.40 172.35

Profit before tax 1,004.31 1,405.90

Less: Provision for Taxation - Current 197.00 442.00

- Deferred 29.90 5.89

- Fringe benefit Nil 13.2 226.90

Profit after taxes 777.41 944.76

Excess/(Short) Provision for taxation of earlier years (4.50) 0.62

Adjustment in respect of earlier years (1.85) 3.88

Surplus of previous year 49.78 42.85

Profit available for appropriation 820.84 992.11

Appropriations:

Transferred to General Reserve 520.00 590.00

Proposed Dividend 210.81 301.16

Tax on Dividend 35.83 51.18

Surplus Carried to Balance Sheet 54.20 49.77

OPERATIONS:

The Companys performance has been adversely affected due to abnormal delays by the Railways in allotment of funds, issuing tenders and finalizing the orders for Rolling Stock, Metros etc. and lack of enquiries for new Chemical & Power plants due to slack demand, shortage of funds and power shortage.

The rising cost of Raw Materials and fall in selling prices due to increased competition further affected the bottom line.

There are positive signs of improvement in the general economy. Tenders for Railway products have started being released by Chittranjan Locomotive Works (CLW), Zonal and Regional Railways. During the year company has started commercial production of Loco Transformers at Dehradun.

The Dehradun Plant has made significant contribution towards Sales & Profit for the year under review. Inspite of keen competition and rising costs the company with increased sales from the Dehradun plant expects to show better results at the end of the current year.

DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of dividend @ 70% (Rs.1.40 per Share) amounting to Rs. 2,10,81,102/- for the year ended 31st March, 2010 (previous year Rs. 3,01,15,860/-).

DEPOSITS:

Deposits amounting to Rs.1,25,000/- due for payment on or before 31st March, 2010 remained unclaimed by the depositors on that date. Letters have been sent to such depositors reminding them to claim their deposits.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Shri Niraj Bajaj, Shri Binod Kumar Patodia & Shri Pradeep Goyal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010.

3. 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. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1B) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment and fix their remuneration.

M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of the Company.

M/s. Mullick & Co., Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring and eligible for re-appointment and have expressed their willingness to act as Branch Auditors of the Company.

AUDITORS OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practising Company Secretary. The same is enclosed and form part of this report.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE835D01023.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 are given in Annexure "I" to this report.

PARTICULARS OF EMPLOYEES:

Particulars required under section 217(2A) of the companies Act, 1956 read with the companies (particulars of employees) Rules 1975 are given in the prescribed format as an Annexure "II" to the Directors Report.

LISTING:

The Company has listed its Shares on The Bombay Stock Exchange Ltd., & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board of Directors

Lake Road, Bhandup (W) For Hind Rectifiers Limited

Mumbai - 400 078 Place: Mumbai S.K.Nevatia

Dated: 28th May, 2010 Chairman & Managing Director

 
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