Directors Report of India Motor Parts & Accessories Ltd.
Mar 31, 2023
Your Directors are pleased to present the 69th Annual Report together with Audited Accounts for the year ended 31st March 2023. The summarized financial results of the Company are presented hereunder:
|
FINANCIAL HIGHLIGHTS: STANDALONE |
(Rs. in Crores) |
||
|
Particulars |
31.03.2023 |
31.03.2022 |
|
|
Profit before tax |
91.78 |
71.31 |
|
|
Less: Provision for taxation (including deferred tax) |
18.11 |
14.50 |
|
|
Profit after Tax |
73.67 |
56.81 |
|
|
Add : Balance in P&L Account brought forward from previous year |
107.74 |
63.41 |
|
|
Profit available for appropriation |
181.41 |
120.22 |
|
|
Appropriations: |
|||
|
- Dividend Paid |
27.46 |
12.48 |
|
|
Surplus Balance in Profit & Loss Account |
153.95 |
107.74 |
|
Management Discussion and Analysis Report
Your Company has witnessed a 12.58% growth in sales turnover during the financial year 2022-23 with Sales of Rs. 705.05 Crore versus the Rs. 626.27 Crore of the previous year. Some of the growth came from increased prices of spare parts due to commodity price inflation. During the year under review, your Company has opened three new branches to improve its reach to its customers in the rural areas. We have also taken two additional product lines to augment sales volumes.
In the year 2021-22 (previous fiscal year), there was sporadic lock downs in the first quarter of that year. Consequent to that (low base effect), we recorded a significant growth of 59.14% in the corresponding quarter of the year under review. Our growth in the second half of the year under review was significantly affected by tightening of liquidity conditions in the market and softening of material prices.
During the year under review, other income of your company has grown to Rs. 30.38 Crores against Rs.15.27 Crores during the financial year 2021-22.
Cars and utility vehicle market is expected to maintain their higher level of sales during the year. The effect of this on replacement parts for older cars is to be watched.
Small Commercial Vehicle sales increased with demand from intra city delivery of consumer goods.
The bus segment, both institutional and intercity routes has been affected by prolonged covid spell.
Goods carrying medium and heavy commercial vehicles may stabilize at slightly higher levels with replacement of fleets.
We see more active participation of OEMs in the aftermarket spares. With higher interest costs and anticipated stability in commodity prices, parts dealers are likely to hold lower levels of parts inventory in the coming months of this year.
Our Consolidated Financial Statements will reflect 100% of CAPL operations from this year onwards versus 90% captured in the prior years since we have acquired additional 10% stake from the erstwhile promoters.
Your Directors in January 2023 declared an interim dividend of Rs.9.00 per equity share (90%). Your Directors are pleased to recommend a final dividend of Rs.15.00 per equity share (150%), which, together with the interim dividend, aggregates to a total dividend of Rs. 24.00 per equity share (240%) on the paid-up share capital of Rs.12.48 crores. This will absorb a sum of Rs 29.95 Crores. The Dividend Distribution Policy is hosted on website of the company at https://impal.net/pdf/Dividend%20 Distribution%20Policy.pdf
Subsidiary Company:
CAPL Motor Parts Private Limited has sales of Rs.18.64 Crore and profit after tax of Rs.1.44 Crore for the financial year 2022-23.
During the year under review the Board has approved the amalgamation of CAPL, a wholly owned subsidiary Company with IMPAL, subject to regulatory approvals.
Internal Control Systems:
The Company has adequate Internal Control Systems with appropriate policies and procedures covering all areas of operations commensurate with the size of its business. Companyâs Internal Audit Department monitors and evaluates the adequacy of internal control systems of the Company. Senior Management and Audit Committee periodically review the internal audit findings as well as the effectiveness of the internal control measures.
IT systems
Our company has an enterprise software system tailormade for us by an US headquartered company. This organization has been providing this support in software and periodical migration to a new operating system as and when required for the past 20 years.
We have an inhouse IT department with dedicated personnel to keep this system in order at all times. This has been helping the Company to carry out its regular business without interruption.
Consolidated Financial Statements Transenergy Private Limited
During the year under review, your company sold a part of its holding in Transenergy Private Limited. Consequent to this, with effect from 24th March, 2023 Transenergy Private Limited ceased to be an Associate of your Company.
A statement containing salient features of the Financial Statements of CAPL Motor Parts Private Limited, Wholly Owned Subsidiary in Form AOC-1 is provided in Annexure âAâ forming part of this Report.
The Financial Statements of the Subsidiary CAPL Motor Parts Private Limited is hosted in our website - www.impal.net
The details regarding number of Board meetings held during the financial year and composition of the Board and Audit Committee are furnished in Corporate Governance Report.
As statutorily required your Company constituted a Risk Management Committee, and framed a Risk Management Policy. During the year under review, 2 meetings were held. The role of the Risk Management Committee includes formulation of a detailed risk management policy and monitoring its implementation with periodic review of this policy etc.
During the year under review, the members of your Company vide resolution passed by Postal Ballot on 30th June, 2022, re-appointed Sri N Krishnan as Managing Director for a further period of 3 years with effect from 5th July, 2022 and appointed Sri Mukund S Raghavan as Deputy Managing Director for a period of 5 years with effect from 18th May, 2022.
Sri S Ram, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors.
The Company has received necessary declarations from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013.
Annual Board Evaluation
The Board has made a formal evaluation of its own performance and that of its Committees and individual Directors as required under Section 134(3)(p) of the Companies Act, 2013.
A Separate Meeting of Independent Directors was held during the year, in which the Independent Directors evaluated the performance of the non-Independent Directors, the Board as a whole and the Chairman. The criteria for evaluation and the Remuneration Policy of the Company are attached vide Annexures âBâ & âCâ.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were in the ordinary course of business and at armâs length. The Material Related Party Transaction(s) entered during the year in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, was approved by the shareholders at the 68th Annual General Meeting held on 01st September, 2022. Since, these transactions are in the ordinary course of business and at armâs length, disclosure in form AOC-2 is not required.
''---
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is available on the Companyâs Website at www.impal.net
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has contributed to various projects in the areas of Health, Education, Social Welfare and Art & Culture. Annual Report on CSR activities, containing necessary details is provided in Annexure âDâ.
Business Responsibility Report
Business Responsibility Report is attached vide Annexure âEâ.
The Report of the Secretarial Auditor is attached vide Annexure âFâ.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has set up an Internal Complaints Committee (ICC) to redress complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received during the year 2022-23.
Corporate Governance
A detailed report on corporate governance, is attached forming part of this report.
Comments on Auditorsâ report
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and the Secretarial Auditor in their Reports respectively.
Annual Return in Form MGT-7 is posted on the website of the Company at https://impal.net/pdf/ DRAFT%20MGT-7%20ANNUAL%20RETURN_2022-23.pdf
There is no employee, particulars of whom are to be furnished under Section 197 read with Rule 5 (2) (i) and (ii) :
(i) & (ii) The ratio of average remuneration of Non-Whole Time Directors with that of the median remuneration of the employees for the financial year is 0.51 times and that of the Deputy Managing Director (inclusive of commission) is 69 times and Managing Director (inclusive of Commission) is 101 times.
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(iii) The number of permanent employees on the rolls of the Company as on 31st March 2023 is 854.
(iv) Percentage increase in median remuneration of staff for the financial year, 8.5% for staff and 15% for Key Managerial Personnel.
(v) The Company affirms that remuneration is as per the existing Remuneration Policy.
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date of the Report.
There are no significant material orders passed by the Regulators / Courts which impacts the going concern status of the Company and its future operations.
Your Company has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo.
Your Company has not accepted any public deposits since 2002.
The Company has not given any loans or guarantees.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
Directorsâ responsibility statement
As required under Section 134(5) of the Companies Act, 2013, your Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2023, and the profit of the Company for that year;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 and;
v) the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
Your Directors thank all our suppliers and customers for their continued support and co-operation during the year under review.
Your Directors also wish to thank ICICI Bank for its continued support and assistance.
Your Directors place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company.
Mar 31, 2018
BOARDâS REPORT
The Directors are pleased to present the 64th Annual Report together with Standalone and Consolidated Audited Accounts for the year ended 31st March 2018.
FINANCIAL HIGHLIGHTS
The Ministry of Corporate Affairs (MCA) vide Notification dated 16th February 2015, notified the Companies (Indian Accounting Standards) Rules 2015, (hereinafter referred as Ind AS). In terms of the said notification, your Company has adopted Ind AS from the Financial Year 2017-18 & Annual Financial Statements for 2017-18 are presented in accordance with Ind AS.
SUMMARY OF FINANCIAL RESULTS - As Per Ind AS (Rs in Lakhs)
|
Particulars |
31.03.2018 |
31.03.2017 |
|
Profit before tax |
43,65.18 |
45,87.86 |
|
Less: Provision for taxation (including deferred tax) |
12,58.44 |
13,73.24 |
|
Profit after Tax |
31,06.74 |
32,14.62 |
|
Add : Balance in P&L Account brought forward from previous year |
27,05.48 |
17,91.52 |
|
Profit available for appropriation |
58,12.22 |
50,06.14 |
|
Appropriations |
||
|
Transfer to General Reserve |
17,00.00 |
18,00.00 |
|
Dividend |
||
|
- Interim Dividend |
- |
4,15.98 |
|
- Final Dividend |
4,99.17 |
- |
|
Dividend Tax (including surcharge for Interim Dividend) |
1,01.62 |
84.68 |
|
Surplus Balance in Profit & Loss Account |
35,11.43 |
27,05.48 |
Dividend
The Board of Directors in May 2018 have declared an Interim Dividend of Rs.11 per equity share for the financial year 2017-18 on the paid up share capital of Rs. 832 lakhs. The dividend of Rs. 915.20 lakhs together with dividend tax of Rs. 188.12 lakhs absorb a sum of Rs. 1103.32 lakhs.
Management Discussion and Analysis Report GST
In the year under review the much discussed reform in Indirect Taxes was implemented by Government of India. The Goods and Services Tax (GST) was introduced from July 2017. GST replaced the Indirect Tax regime of excise duty, sales tax and other state levies. GST enabled trade to be carried on without compounding Indirect Taxes, with an enabling set-off feature in each transaction from manufacturer to distributor to the retail trade etc. There was however a transition period in June and July last year when
there was not sufficient clarity in GST rates for different parts and rebates of Indirect taxes on goods already bought in the previous regime. In June and July 2017 distributors and dealers slowed down or stopped purchases. From September onwards the modality of set off was understood broadly and trading started picking up to meet the genuine demands of the end customers. GST with E-way bill is expected to improve the availability and sale of genuine parts.
The sales figures published in the Balance sheet for 2017-18 is not fully comparable with that of 2016-17. In 2016-17, cost of goods and sales turnover included incoming Excise duty and CST. For 2017-18 this existed only in the first quarter, and all sales and purchases after 1.7.2017 were without Excise duty and CST. Margins improved in Q3 and Q4. This enabled the company to maintain its operating profit .
PBT for the year under review is Rs 43.65 Crores compared with Rs. 45.87 Crores computed as per Ind AS for the year ended 31st March 2017.
During the year under review, your company has opened three new branches to better serve the end customers.
ONLINE PROJECT
During the year under review, your company commenced an exercise to upgrade its ERP system. The project was to make the data available on line on real time basis.
Ind AS
The New Accounting Standards - Ind AS is applicable to our company effective 1-4-2017. The audited accounts and the Balance sheet for the year ending March 2018 have been prepared conforming to the new Accounting Standards - Ind AS.
Under Ind AS, there is no significant change in computation of Operating Profits. However, method of computation of Other income other than equity dividends undergo a change and is on accrual basis instead of receipt basis. Accordingly, long-term equity investments are disclosed at their market value (Fair value) in the financial statements. Any change in the market value (Fair value) of the companyâs long-term equity investments during the year is classified as âother Comprehensive incomeâ, and disclosed in the Profit and Loss Accounts after Profit After Tax. This augments or subtracts âOther Equityâ in the Balance sheet.
OUTLOOK
In the current fiscal year with GST settling down and forecast of a near normal monsoon, your Company expects to have better sales growth .
SUBSIDIARY
Your Directors are pleased to report that your Company has acquired a 90% equity stake in CAPL Motor Parts Private Limited, Ahmedabad on 29th November 2017. CAPL Motor Parts Private Limited
is now our subsidiary. The acquisition went smoothly and we are happy to report that this company is doing well.
The accounts of CAPL Motor Parts Private Limited for the 4 months period have been consolidated and forms part of the Consolidated Financial Statements.
Internal Control Systems
The Company has an established and adequate Internal Control System with appropriate policies and procedures covering all areas of operations commensurate with the size of the business. The Internal Audit team evaluates the adequacy of internal control systems. The Internal Auditor, Senior Management and Audit Committee regularly review the internal audit findings as well as the effectiveness of the internal control measures. Based on the reports, appropriate and suitable action as required are undertaken.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control systems of the Company.
Consolidated Financial Statements
M/s CAPL Motor Parts Private Limited has become a subsidiary of your Company with effect from 29th November 2017. Transenergy Limited is our Associate Company. In accordance with the provisions of Sections 129(3) of the Companies Act 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.
A statement containing the salient features of the financial statement of the Subsidiaries and Associate Companies in Form AOC - 1 is provided in Annexure âAâ forming part of this report.
The financial statements of M/s CAPL Motor Parts Private Limited is hosted in our website -www.impal.net
Information as per Sec 134 (3) (/) - Events subsequent to the date of financial statements
There have been no material changes and commitments affecting the financial position of the Company between 31.03.2018 and the date of the report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which impacts the going concern status of the Company and its future operations. There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of the report.
Finance
a) Fixed Deposits
Your Company has not accepted any public deposits during the year 2017-18
b) Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements.
Board & Audit Committee
The details regarding number of Board meetings held during the financial year and composition of Audit Committee are furnished in Corporate Governance Report.
Directors
All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors.
The Independent Directors of the Company have given a declaration as required under Section 149 (6) of the Companies Act, 2013.
Ms.Shobhana Ramachandhran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in terms of the guidance note on Boardâs evaluation issued by the Securities and Exchange Board of India, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (3)&(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held during the year, in which the Independent Directors evaluated the performance of the non-independent Directors, the Board as a whole and the Chairman of the Company. The criteria for evaluation is attached vide Annexure âBâ.
Familiarization Programme
The Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. and the same is available on the website of the Company at www.impal.net/investor.htm
Remuneration Policy
The Remuneration policy of the company is attached vide Annexure âCâ. The Nomination & Remuneration Committee followed the policy for selection and appointment of Directors, Senior Management and their remuneration.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013.
1. Sri N Krishnan - Managing Director
2. Sri S Ramasubramanian - Chief Financial Officer
3. Sri S Kalyanaraman - Company Secretary & Compliance Officer
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy in place to deal with instance of fraud and mismanagement, if any and the same is also posted on the website of the Company at www.impal.net/investor.htm
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were in the ordinary course of business at armâs length. During the year under review, transaction entered into with a Related Party amounted to a Material Related Party transaction in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The shareholders in March, 2016 gave approval to the Company for entering in to such transactions on a year on year basis.
Since, the said contract is in ordinary course of business at armâs length, it is not a Related Party transaction in terms of Section 188 of the Companies Act 2013 and hence disclosure in form AOC-2 is not required.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are predictive and repetitive in nature. The transactions entered into pursuant to the approval are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs Website.www.impal.net/investor.htm.
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has contributed to various projects in the areas of Health, Education and Livelihood. These projects are in accordance with Schedule VII of the Companies Act, 2013. The CSR Committee frames the CSR policy, monitors and executes the CSR activities. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Board has further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company.
The Company has spent Rs. 74.00 lakhs - 2.00% of the net profits of the last 3 years average profit towards CSR activities during the year. The constitution of the CSR Committee and the report as required under the Companies Act, 2013 are provided as Annexures âDâ & âD1â to this Report.
Auditors
Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 (âActâ) and the Companies (Audit and Auditors) Rules, 2014, Messrs. Brahmayya & Company, Chartered Accountants, Chennai (Registration No.000511S), were appointed as Statutory auditors of the Company from the conclusion of 63rd Annual General Meeting to 68th Annual General Meeting subject to ratification by the members at every Annual General Meeting. The Companies (Second Amendment) Act 2017 has omitted the provisions relating to ratification of appointment of Auditors. Consequently this subject does not form part of notice convening this Annual General Meeting.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Damodaran & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is attached vide Annexure âEâ.
Comments on Auditorsâ report
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and the Secretarial Auditor in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Extract of Annual Return
As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of the Annual Return in Form MGT-9 is attached as a part of this report vide Annexure âFâ.
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014
Your Company has no activity relating to conservation of energy or technology absorption. During 2017-2018, the Company did not have any foreign exchange earnings or outgo.
Particulars of Employees
There is no employee, particulars of whom are to be furnished under Section 197 read with Rule 5 (2). The information required under Section 197(12) read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:
(i) & (ii) The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:
The ratio of average remuneration of Non-Whole Time Directors with that of the median remuneration of the employees for the financial year is 0.38 times and that of the Managing Director (inclusive of Commission) is at 87 times.
(iii) Percentage increase in median remuneration of employees in the financial year - 7.5%
(iv) The number of permanent employees on the rolls of the Company as on 31st March 2018 is 718.
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Percentage increase in median remuneration of staff cost in the financial year - 7.5% for staffs and 6% for Managerial Personnel
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms that remuneration is as per the remuneration policy of the Company. Directorsâ responsibility statement
As required under Section 134(5) of the Companies Act, 2013, your Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2018, and the profit of the Company for that year;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 and;
v) the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
Corporate Governance
A detailed report on corporate governance, together with a certificate from the Statutory Auditors in compliance with Regulation 34 (3) read with schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached, forming part of this report.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.
Your Directors place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company.
On behalf of the Board of Directors
Chennai S Ram
30th May 2018 Chairman
Mar 31, 2017
The Directors are pleased to present the 63rd Annual Report together with Standalone and Consolidated Audited Accounts for the year ended 31st March 2017.
FINANCIAL RESULTS (Rs in Lakhs)
|
Particulars |
31.03.2017 |
31.03.2016 |
|
Profit before tax |
4042.48 |
3786.82 |
|
Less: Provision for taxation (including deferred tax) |
1309.96 |
1116.14 |
|
Profit after Tax |
2732.52 |
2670.68 |
|
Add : Balance in P&L Account brought forward from previous year |
1242.48 |
1172.98 |
|
Profit available for appropriation |
3975.00 |
3843.66 |
|
Appropriations |
||
|
Transfer to General Reserve |
1800.00 |
1700.00 |
|
Dividend |
||
|
- Interim Dividend |
415.98 |
748.76 |
|
Dividend Tax (including surcharge for Interim Dividend) |
84.68 |
152.43 |
|
Surplus Balance in Profit & Loss Account |
1674.34 |
1242.47 |
Dividend and transfer to General Reserves
The Board of Directors during February 2017 paid an Interim Dividend of Rs.5.00 per equity share. Your Directors are pleased to recommend a final dividend of Rs. 6.00 per equity share, which together with the interim dividend, aggregates to a total dividend of Rs.11.00 per equity share on the paid up share capital of Rs.831.96 lakhs for the year 2016-17. The dividends, including the proposed final dividend together with dividend tax of Rs.186.30 lakhs absorb a sum of Rs.1101.45 lakhs.
The Company proposes to transfer an amount of Rs.1800 lakhs to the General Reserves. An amount of Rs.1674.34 lakhs is proposed to be retained in the Statement of Profit and Loss.
Management Discussion and Analysis Report
After two years of stagnant demand for spare parts, your Company witnessed a sales increase of 3.5% for the year under review.
Demonetization affected our sales in November, December and January. Better product mix, better margins and additional product lines enabled the Company to increase its operating income by 13.08%. PBT increased by 6.75% from Rs 37.87 crores to Rs 40.42 crores. However, most of the non-operating income this year is taxable, resulting in a higher tax on other income.
Your Directors are pleased to inform that the process of acquiring 76% stake in the equity of CAPL Motor Parts Private Ltd, a spare parts distribution company in Ahmedabad is in progress. We expect this to be completed soon.
We see continued effort from the vehicle manufacturers to have most of the spare parts channeled through them to the vehicle dealerships. In addition, vehicle manufacturers through their dealership channels are now able to give longer term warranty for both passenger cars and commercial vehicles. This change is limiting our growth especially in the power train segment, viz. engine, gear box, axles etc. We continue to look for additional spare parts lines to give us growth in the passenger cars and commercial vehicles segment.
Expected introduction of GST from 1st July 2017, may have an adverse effect on sales in the first half of 2017-18, as the trade learns to adjust to the new indirect tax regime. Medium to long term, GST is expected to be beneficial to the organized sector of spare parts distribution trade.
Your Company will likely open few more branches to improve availability of parts to areas where growth in transport activity is expected.
Internal Control Systems
The Company has an established and adequate Internal Control System with appropriate policies and procedures covering all areas of operations commensurate with the size of the business. The Internal Audit team through its regular visit to branches evaluates the adequacy of internal control systems. The Internal Auditor, Senior Management and Audit Committee regularly review the internal audit findings as well as the effectiveness of the internal control measures. Based on the reports, appropriate and suitable action as required are undertaken.
During the year under review an Independent Chartered Accountant conducted an audit of the Internal Financial Controls over Financial Reporting.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of the internal control systems of the Company.
Additionally the company has reviewed the security assurance of the IT systems through an independent external professional.
Consolidated Financial Statements
In accordance with the provisions of Sections 129(3) of the Companies Act 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.
A statement containing the salient features of the financial statement of the Associate Company in Form AOC - 1 is provided in Annexure âAâ forming part of this report.
Information as per Sec 134 (3) (f) - Events subsequent to the date of financial statements
There have been no material changes and commitments affecting the financial position of the Company between 31.03.2017 and the date of the report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which impacts the going concern status of the Company and its future operations. There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of the report.
Finance
a) Fixed Deposits
Your Company has not accepted any public deposits during the year 2016-17.
b) Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements.
Board & Audit Committee
The details regarding number of Board meetings held during the financial year and composition of Audit Committee are furnished in Corporate Governance Report.
Directors
All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors.
The Independent Directors of the Company have given a declaration as required under Section 149 (6) of the Companies Act, 2013.
Your Board of Directors have re-appointed Sri N Krishnan as Managing Director for a further period of 5 years with effect from 5th July, 2017.
Sri S Ram, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in terms of the guidance note on Boardâs evaluation issued by the Securities and Exchange Board of India, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (3)&(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held during the year, in which the Independent Directors evaluated the performance of the non-independent Directors, the Board as a whole and the Chairman of the Company. The criteria for evaluation is attached vide Annexure âBâ.
Familiarisation Programme
The Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. and the same is available on the website of the Company at www.impal.net/investor.htm.
Remuneration Policy
The Remuneration policy of the company is attached vide Annexure âCâ. The Nomination & Remuneration Committee followed the policy for selection and appointment of Directors, Senior Management and their remuneration.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013.
1. Sri N Krishnan - Managing Director
2. Sri S Ramasubramanian - Chief Financial Officer
3. Sri S Kalyanaraman - Company Secretary & Compliance Officer
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy in place to deal with instance of fraud and mismanagement, if any and the same is also posted on the website of the Company at www.impal.net/investor.htm.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were in the ordinary course of business at armâs length. During the year under review, transaction entered into with a Related Party amounted to a Material Related Party transaction in terms of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The shareholders in March, 2016 gave approval to the Company for entering in to such transactions on a year on year basis.
Since, the said contract is in ordinary course of business at armâs length, it is not a Related Party transaction in terms of Section 188 of the Companies Act 2013 and hence disclosure in form AOC-2 is not required.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are predictive and repetitive in nature. The transactions entered into pursuant to the approval are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs Website.www.impal.net/investor.htm.
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has contributed to various projects in the areas of Health, Education, Livelihood, Adoption of Village Schools, Empowering Women etc., These projects are in accordance with Schedule VII of the Companies Act, 2013. The CSR Committee frames the CSR policy, monitors and executes the CSR activities. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Board has further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company.
The Company has spent Rs. 76.90 lakhs - 2.03% of the net profits of the Company towards CSR activities during the year. The constitution of the CSR Committee and the report as required under the Companies Act, 2013 are provided as Annexures âDâ & âD1â to this Report.
Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013, new Auditors, have to be appointed by the Company. The Audit Committee and the Board recommends appointing M/s Brahmayya & Co, Chartered Accountants Chennai, as the Auditors of the Company and the new Audit Firm have also confirmed their eligibility and willingness to accept office, if appointed. A certificate under section 141 of the Companies Act, 2013 has been received from them. Accordingly, the subject for appointment of new Auditors forms part of the Notice of the ensuing Annual General Meeting.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Damodaran & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is attached vide Annexure âEâ.
Comments on Auditorsâ report
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and the Secretarial Auditor in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Extract of Annual Return
As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of the Annual Return in Form MGT-9 is attached as a part of this report vide Annexure âFâ.
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014
Your Company has no activity relating to conservation of energy or technology absorption. During 2016-2017, the Company did not have any foreign exchange earnings or outgo.
Particulars of Employees
There is no employee, particulars of whom are to be furnished under Section 197 read with Rule 5 (2). The information required under Section 197(12) read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:
(i) & (ii) The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:
The ratio of average remuneration of Non-Whole Time Directors with that of the median remuneration of the employees for the financial year is 0.40 times and that of the Managing Director (inclusive of Commission) is at 78 times.
iii) Percentage increase in median remuneration of employees in the financial year - 7.5 %.
iv) The number of permanent employees on the rolls of the Company as on 31st March 2017 is 683
v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Percentage increase in median remuneration of staff cost in the financial year - 7.5 % for staffs and 5 % for Managerial Personnel.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms that remuneration is as per the remuneration policy of the Company.
Directorsâ responsibility statement
As required under Section 134(5) of the Companies Act, 2013, your Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2017, and the profit of the Company for that year;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 and;
v) the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
Corporate Governance
A detailed report on corporate governance, together with a certificate from the Statutory Auditors in compliance with Regulation 34 (3) read with schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached, forming part of this report.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.
Your Directors place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company.
On behalf of the Board of Directors
Chennai S Ram
26th May 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 61st Annual Report together
with the Audited Accounts for the year ended 31st March 2015.
FINANCIAL RESULTS (Rs in Lakhs)
Particulars 31.03.2015 31.03.2014
Profit before tax 4351.37 4256.37
Less: i) Provision for taxation 1250.90 1301.69
(including deferred tax)
Profit after Tax 3100.47 2954.68
Add : Balance in P&L Account brought forward 1372.83 1094.17
from previous year
Add : Retained earnings on Account of 0.33 -
Depreciation (Net)
Profit available for appropriation 4473.63 4048.85
Appropriations
Transfer to General Reserve 1900.00 1800.00
Dividend
- Special (Diamond Jubilee) 332.78 -
- Interim 831.96 748.76
Dividend Tax (including surcharge for Special
and interim dividend) 235.91 127.26
Surplus Balance in Profit & Loss Account 1172.98 1372.83
Dividend and transfer to General Reserves
The Board of Directors in November 2014 declared a Special Dividend of
Rs. 4.00 per equity share on account of Diamond Jubilee of the Company
and also declared an Interim Dividend of Rs.10 per equity share for the
financial year 2014-15 on the paid up share capital of Rs.831.96 lakhs.
The dividends, together with dividend tax of Rs.235.91lakhs absorb a
sum of Rs.1400.65 lakhs. The Board of Directors propose to treat the
said dividends as the total dividend for the year.
The Company proposes to transfer an amount of Rs.1900.00 lakhs to the
General Reserves. An amount of Rs.1172.98 lakhs is proposed to be
retained in the Statement of Profit and Loss.
Management Discussion and Analysis Report
First quarter sales was nearly 10% higher over last year's first
quarter. From the Second Quarter there was a slowdown in demand for
spare parts. The slower Industrial production may have caused this.
At the same time supply to the spare parts market increased as original
equipment demand was lower than the expected level. In the spare parts
market, credit concerns also affected the market demand. In addition
your Company, exited distribution of a product line from August 2014.
Sales growth for the year was negligible. Sales of continuing lines did
show a marginal increase with the Company's increased efforts in the
third and fourth quarter.
Looking at the next financial year, we have to take into account the
indication of low growth in agricultural sector, due to uncertainty
about monsoon. However, Indian economy is expected to grow at about
7.5% . The demand for spare parts must improve from freight needs from
the increase in investments in infrastructure. There are signs of
improvement in demand for Heavy Commercial Vehicles, which contribute
to spare parts sales. Your Company plans to open additional branches to
capture sales in certain areas not covered now.
In 2014-15 the Company's non-operating income went up to Rs.9.54
crores compared to Rs. 5.87 crores in the year 2013-14. Changes in tax
treatment of investments from July 2014 is likely to affect after tax
income in the next year from these investments.
IT Initiatives:
Your Company, during the year under review has upgraded its existing
ERP for more benefits such as additional data security and
uninterrupted processes at higher speeds.
This upgradation enables better information management. More number of
users could be accommodated without any performance issue.
This upgradation facilitates the Company a seamless transition to
"Online" as and when required. Internal Control Systems
The Company has an effective and adequate Internal Control System
covering all areas of operations, commensurate with the size of its
business. The scope of the Internal Audit function is defined in the
Internal Audit Plan. The Internal Audit department is headed by a
Chartered Accountant and reports to the Chairman of the Audit Committee
of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company. The Internal Audit
Team staffed by our in house staff regularly visits all our branches as
per planned audit schedule, for ensuring compliance with systems and
procedures.
The Internal Audit Reports are reviewed by the Internal Auditor, Senior
Management and Audit Committee regularly. Based on the reports,
corrective action, required if any is taken.
The Company has a Risk Management Policy in place to meet the
requirements of the business it is in. The Audit Committee of the
Board met 4 times during the year under review with the Senior
Executives of the Internal Audit and the Finance & Accounts Department
and the Statutory Auditors.
Information as per Sec 134 (3) (f) - Events subsequent to the date of
financial statements
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
of the Company to which the financial statements relate and the date of
the report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations. There are no material changes and commitments ,
if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
Finance
a) Fixed Deposits
Your Company has not accepted any public deposits during the year
2014-15.
b) Particulars of Loans, Guarantees or Investments
The company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013. The details of
the investments made by company is given in the notes to the financial
statements.
c) Associate Companies
A statement containing the salient features of the financial statement
of the associate companies are provided in Annexure A forming part of
this report.
Directors
All Directors and Senior Management Personnel have affirmed compliance
with the Code of Conduct approved and adopted by the Board of
Directors.
The Independent Directors of the Company have given a declaration as
required under Section 149 (6) of the Companies Act, 2013.
Ms. Shobhana Ramachandhran, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers herself for
re-appointment.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit Committee.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a Separate Meeting of Independent Directors was
held during the year, in which the Independent Directors evaluated the
performance of the Non-Independent Directors, the Board as a whole and
the Chairman of the Company. The criteria for evaluation is attached
vide Annexure B.
Familiarisation Programme
The Company has a programme to familiarise Independent Directors with
regard to their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, the business model of
the Company etc. and the same is available on the website of the
Company at www.impal.net/investor.htm.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee revised the existing remuneration policy of the company and
suitably modified the same. The Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The policy is attached vide Annexure
C.
Key Managerial Personnel
During the year under review, the Board took on record the following
persons as the Key Managerial Personnel of the Company under Section
203 of the Companies Act, 2013.
1. Sri N Krishnan - Managing Director
2. Sri S Ramasubramanian - Chief Financial Officer
3. Sri S Kalyanaraman - Company Secretary & Compliance Officer
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism policy in place to deal with instance
of fraud and mismanagement, if any and the same is also posted on the
website of the Company.www.impal.net/investor.htm.
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were in the ordinary course of business at arm's
length and there are no 'material' contracts or arrangements or
transactions at arm's length basis and thus disclosure in form AOC -
2 is not required. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which
are of foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a
quarterly basis. The policy on Related Party Transactions as approved
by the Board is uploaded on the Company's
website.www.impal.net/investor.htm.
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR),
the Company has contributed to various projects in the areas of Health,
Education, Livelihood, Adoption of Village Schools etc., These projects
are in accordance with Schedule VII of the Companies Act, 2013. The
Board of Directors of your Company has constituted the CSR Committee to
help the Company to frame, monitor and execute the CSR activities. The
Committee defines the parameters and observes them for effective
discharge of the social responsibility of your Company. The Board has
further approved the CSR Policy of the Company to provide a guideline
for CSR activities of the Company.
The Company has spent Rs. 64.25 lakhs towards CSR during the year. The
constitution of the CSR Committee and the report as required under the
Companies Act, 2013 are provided as Annexures D & D1 to this Report.
Auditors
The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
reappointed. A certificate under Section 141 of the Companies Act, 2013
has been received from them.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Damodaran &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Auditor
is attached vide Annexure E.
Comments on Auditors' report
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors and Company Secretary in
Practice in their reports respectively. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company in
the year under review.
Extract of Annual Return
As required under Section 92(3) of the Companies Act, 2013 and Rule
12(1) of the Companies (Management and Administration) Rules 2014 an
extract of the Annual Return in Form MGT-9 is attached as a part of
this report - Annexure F.
Information as per Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014
Your Company has no activity relating to conservation of energy or
technology absorption. During 2014-2015, the Company did not have any
foreign exchange earnings or outgo other than travel.
Particulars of Employees
There is no employee, particulars of whom are to be furnished under
Section 197 read with Rule 5 (2).
The information required under Section 197(12) read with Rule 5, of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given hereunder
i & ii The ratio of remuneration of each director to the median
remuneration of the employees of the company for the financial year:
The ratio of remuneration of Non Whole - Time Directors is below the
median remuneration of the employees, whilst that of the Managing
Director (inclusive of Commission) is 84 times.
(iii) Percentage increase in median remuneration of employees in the
financial year - 12%
(iv) The number of permanent employees on the rolls of the Company as
on 31st March 2015 is 644.
(v) Explanation on the relationship between average increase in
remuneration and Company performance:
The Company's Profit Before Tax for the year under review has
increased by 2.23 %. The average increase in remuneration of employees
was 12% on their gross earnings.
(vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company.
CTC (Rs. % Increase
Name Designation In Lakhs) in CTC
Sri N Krishnan Managing Director 141.56 5.55
Sri S Ramasubramanian CFO 36.76 9.00
Sri S Kalyanaraman Company Secretary 10.50 New employee
Name PBT (Rs.In Lakhs) % increase in PBT
Sri N Krishan
Sri S Ramasubramanian 4351.37 2.23%
Sri S Kalyanaraman
Includes commission of 1.5% on Net profit.
(vii) Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase or decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer:
Date Issued Capital Closing EPS
(Shares) Market Price
31.03.2014 8319575 422.60 35.51
31.03.2015 8319575 660.60 37.27
Increase/Decrease Nil 238.00
%Increase /Decrease 56.31%
Date PE Ratio Market Capitalisation
31.03.2014 11.90 351.59 crs
31.03.2015 17.72 549.59 crs
Incresase /Decrease 198.00 crs
%Incresase /Decrease 56.31%
(viii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
Percentage increase in median remuneration of employees in the
financial year - 12% for employees other than managerial personnel and
7 % for Managerial Personnel.
(ix) Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the Company: - Refer Point - (vi)
(x) The Key parameters for any variable component of remuneration
availed by the Directors: Commission within the ceiling of 1% of the
net profits of the Company, as approved by the shareholders.
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not
directors but receive remuneration in excess of the highest paid
director during the year; and
Not Applicable.
(xii) Affirmation that the remuneration is as per the remuneration
policy of the company:
The Company affirms that remuneration is as per the remuneration policy
of the Company. Directors' responsibility statement
As required under Section 134(5) of the Companies Act, 2013, your
Directors state that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year ended 31st March,
2015, and the profit of the Company for that year;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, 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 and;
v) the Directors have laid down adequate internal financial controls to
be followed by the Company and that such internal financial controls
are adequate and were operating effectively;
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
are operating effectively.
Corporate Governance
A detailed report on corporate governance, together with a certificate
from the Statutory Auditors in compliance with Clause 49 of the Listing
Agreement is attached, forming part of this report.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued
support and co-operation during the year under review. They also wish
to thank State Bank of India for its support and assistance.
Your Directors wish to place on record their appreciation for the
commitment, initiative and excellent contribution of all the staff and
executives of the Company.
On behalf of the Board of Directors
Chennai S Ram
Date : 28th May 2015 Chairman
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the 60th Annual Report together
with the Audited Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS (Rs. in Lakhs)
Particulars 31.03.2014 31.03.2013
Profit before tax 4256.37 4150.59
Less:
i) Provision for taxation
(including deferred tax) 1301.69 1174.01
ii) Tax provision relating
to earlier years (net) - 256.43
Profit after Tax 2954.68 2720.15
Add : Balance in P&L Account brought
Forward 1094.17 1061.84
from previous year
Profit available for appropriation 4048.85 3781.99
Appropriations
i) Transfer to General Reserve 1800.00 1815.98
ii) Dividend
- Interim 748.76 540.77
- Final (Proposed) - 207.99
Dividend Tax (including surcharge for
interium and final dividend) 127.26 123.08
Surplus Balance in Profit & Loss Account 1372.83 1094.17
Dividend
The Board of Directors in May 2014 declared and paid an Interim
Dividend of Rs. 9.00 per equity share for the financial year 2013-14 on
the paid up share capital of Rs.831.96 lakhs. The dividend, together
with dividend tax of Rs. 127.26 lakhs absorbs a sum of Rs 876.02 lakhs.
The Board of Directors propose to treat the said interim dividend as
the total dividend for the year.
Management Discussion and Analysis Report
The year under review was a challenging year for Spare parts
distribution. With a negative growth in the frst quarter, we were
fortunate to eliminate the negative growth and achieve a 3.26% growth
in sales for the year. Inspite of the low growth in sales, strict
control on expenses, especially on manpower, enabled the Company to
marginally increase Profit before tax for the year ending 31st March
2014 to Rs 42.56 crores from previous year figure of Rs 41.50 crores.
The Indian economy has grown only by 4.7% for the year under review.
The Medium and Heavy Commercial Vehicles industry had a diffcult year
and their sales declined at 20% on top of 30% decline in the previous
year. In the small Commercial Vehicles segment, the drop was as severe
as 30%. Passenger car sales dropped by 6% for the frst time in ten
years.
Business Outlook
Parliamentary elections have brought a new government with a majority.
It is expected that the new government at the centre will implement
needed investment plans for infrastructure expeditiously, giving a
fllip to growth in the industrial segment. Agricultural production has
been maintained in the last financial year. Subject to normal monsoon,
momentum in agricultural production is expected to be maintained.
Growth in sales of spare parts distribution is to a large extent
dependent on performance of road transport industry. We have seen in
the last few years, improvements in design and new technology that have
improved the performance of driveline components, thereby reducing
demand for spare parts. However, we are vigorously pursuing to
establish efficient channels for distribution of parts to the transport
industry to maintain our growth.
IT Initiatives
Your Company is in the process of upgrading the operating platform of
the system for better performance.
Internal Control Systems
The Company has an effective and adequate internal control systems
covering all areas of operations.
The Internal Audit Team manned by our experienced staff regularly
visits all our branches as per audit schedule for ensuring compliance
with systems and procedures. Audit fnding and Internal Audit Reports
are reviewed by Internal Auditor, Senior Management and Audit Committee
regularly. The Audit Committee of the Board met 4 times during the year
under review with the Senior Executives of the Internal Audit and the
Finance & Accounts Department and the Statutory Auditors.
Corporate Governance
A detailed report on corporate governance, together with a certifcate
from the Statutory Auditors in compliance with Clause 49 of the Listing
Agreement is attached, forming part of this report.
Directors
The Independent Directors of the Company have given a declaration as
required under Section 149(6) of the Companies Act, 2013.
Sri. S. Ram, Director retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
Sri S Prasad, Sri S Ravindran and Sri Rasesh R Doshi present
Independent Directors, are being appointed for a term of 5 consecutive
years subject to the approval of the shareholders.
Sri S Venkatesan and Sri T N P Durai were co-opted as Independent
Directors on 7th August, 2014. They hold office as Additional Directors
up to the date of the ensuing Annual General Meeting.
Notices have been received from members proposing the appointment of
these five Independent Directors.
Auditors
The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and have confirmed
their eligibility and willingness to accept office, if reappointed. A
certifcate under Section 141 of the Companies Act, 2013 has been
received from them.
Fixed Deposits
Your Company has not accepted any public deposits during the year
2013-14.
Information as per Section 217(1) (e) of the Companies Act, 1956
Your Company has no activity relating to conservation of energy or
technology absorption. During 2013-2014, the Company did not have any
foreign exchange earnings or outgo other than travel.
Personnel
There is no employee, particulars of whom are to be furnished under
Section 217(2A) of the Companies Act, 1956.
Directors'' responsibility statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year ended 31st March,
2014, and the Profit of the Company for that year.
iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) the Directors have prepared the annual accounts on a going concern
basis.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued
support and co-operation during the year under review. They also wish
to thank State Bank of India for its support and assistance.
Your Directors wish to place on record their appreciation for the
commitment, initiative and excellent contribution of all the staff and
executives of the Company.
On behalf of the Board of Directors
S Narayanan
Chairman
Chennai
Date: 07th August 2014
Mar 31, 2013
The Directors are pleased to present the 59th Annual Report together
with the Audited Accounts for the year ended 31st March 2013.
FINANCIAL RESULTS (Rs in Lakhs)
Particulars 31.03.2013 31.03.2012
Proft before tax 4150.59 4570.79
Less:
i) Provision for taxation
(including deferred tax) 1174.01 1345.33
ii) Tax provision relating
to earlier years (net) 256.43
Proft after Tax 2720.15 3225.46
Add : Balance in P&L
Account brought
forward from previous year 1061.84 954.96
Proft available for
appropriation 3781.99 4180.42
Appropriations
i) Transfer to General Reserve 1815.98 2200.00
ii) Dividend
- Interim 540.77 790.36
- Final (Proposed) 207.99
Dividend Tax (including
surcharge for
interim and fnal
dividend) 123.08 128.22
Surplus Balance in Proft
& Loss Account 1094.17 1061.84
Dividend
The Board of Directors in February 2013 have declared and paid an
Interim Dividend of Rs.6.50/- per equity share for the fnancial year
2012-13 on the enhanced paid up share capital of Rs.831.96 lakhs. Your
Directors are now pleased to recommend a fnal dividend of Rs.2.50 per
equity share (25%). Together, the total dividend aggregates to Rs.9.00
per equity share (90%) for the year ended 31st March 2013. The
dividend, together with dividend tax of Rs.123.08 lakhs absorbs a sum
of Rs.871.84 lakhs.
Management Discussion and Analysis Report
In deference to shareholder requests, the Board of Directors were
pleased to issue Bonus shares in the ratio of one equity share for
every one existing equity share (1:1) to the shareholders as per the
approval of members at the Annual General Meeting held on 30th August,
2012. With the issue of these Bonus shares, the paid up share capital
of the company stands increased from Rs. 4.16 crores to Rs.8.32 crores.
The Indian Economy has registered a growth of about 5% for the fscal
year ended March 31, 2013. Industry grew only at 3.1%, Agriculture by
1.8% and the Service sector by 6.6%.
The year under review was a diffcult one for the medium and Heavy
Commercial Vehicle Industry which recorded a decline of nearly 25%.
With restrictions on movement of heavier trucks in cities and towns,
sales of light commercial vehicles witnessed a growth above 10%.
Domestic sale of cars dropped while those of Multi utility vehicles
grew impressively.
The Spare parts business generated for Independent after market
distributors did not fare well in the year under review. Your Company''s
sales declined 1.2% to a sales Volume of Rs.494 crores (Previous year
Rs.500 crores). While sales declined, an infationary pressure on
operating costs resulted in lower profts. The proft before tax for the
year under review at Rs.41.50 crores was lower than that of the
previous year''s Rs.45.70 crores.
Business Outlook
The Indian Economy is projected to grow at around 6%. Current trends do
not indicate this.
Current trends in the Market at best indicate a stagnant frst quarter
for the current fnancial year. For the year as a whole (fscal year
2013-14) we are hopeful of a moderate increase in turnover.
The continued restriction in mining made our new branch opened in
Barbil in Orissa during 2011-12 unviable and was closed in the last
quarter of the fnancial year 2012-13, while the company has opened a
new branch in Erode in Tamilnadu.
We continue to face challenges on the man power front. While wage costs
are increasing due to consumer price infation, there is also higher
attrition among feld staff.
Internal Control Systems
The Company has effective and adequate internal control systems
covering all areas of operations.
The Internal Audit Team, manned by our experienced staff regularly
visits all our branches as per audit schedule for ensuring compliance
with systems and procedures. Audit fndings and Internal Audit Reports
are reviewed by Senior Management and Audit Committee regularly. The
Audit Committee of the Board met 4 times during the year under review
with the Senior Executives of the Internal Audit and the Finance &
Accounts Department and the Statutory Auditors.
Human Resources Development
The Directors wish to thank all the employees of the Company for their
sincere efforts and hard work during a tough fnancial year.
Corporate Social Responsibility
Your company donates to hospitals and initiatives for community
healthcare.
Corporate Governance
A detailed report on corporate governance, together with a certifcate
from the Statutory Auditors in compliance with Clause 49 of the Listing
Agreement is attached, forming part of this report.
Directors
Sri.S.Narayanan and Sri.Ananth Ramanujam, Directors retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
Auditors
The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and have confrmed
their eligibility and willingness to accept offce, if reappointed. A
certifcate under Section 224(1B) of the Companies Act, 1956 has been
received from them.
Fixed Deposits
Your Company has not accepted any public deposits during the year
2012-13.
Information as per Section 217(1) (e) of the Companies Act, 1956
Your Company has no activity relating to conservation of energy or
technology absorption. During 2012-2013, the Company did not have any
foreign exchange earnings or outgo other than travel.
Personnel
There is no employee, particulars of whom are to be furnished under
Section 217(2A) of the Companies Act, 1956.
Directors'' responsibility statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the fnancial year ended 31st March,
2013, and the proft of the Company for that year.
iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) the Directors have prepared the annual accounts on a going concern
basis.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued
support and co-operation during the year under review. They also wish
to thank State Bank of India for its support and assistance.
Your Directors wish to place on record their appreciation for the
commitment, initiative and excellent contribution of all the staff and
executives of the Company, which enabled your company to register a
good performance during the year under review.
On behalf of the Board of Directors
Chennai S Narayanan
Date: 28th May 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the 58th Annual Report together
with the Audited Accounts for the year ended 31st March 2012.
Financial Results Rs. in Lakhs
Particulars 31.03.2012 31.03.2011
Profit before tax 4570.79 4154.09
Less: Provision for taxation (including
deferred tax) 1345.33 1302.58
Profit after Tax 3225.46 2851.51
Add : Balance in P&L Account brought
forward from previous year 954.96 825.34
Profit available for appropriation 4180.42 3676.85
Appropriations
Dividend
-Interim 790.36 707.17
- Final - -
Dividend Tax (including surcharge) 128.22 114.72
General Reserve 15340.59 13033.71
Surplus Balance in Profit & Loss Account 1061.84 954.96
Dividend
The Board of Directors in May 2012 declared and paid an Interim
Dividend of Rs.19/- (190%) per equity share for the year ended 31st
March 2012 on the paid up share capital of Rs.415.98 lakhs. The
dividend, together with dividend tax of Rs. 128.22 lakhs absorbs a sum
of Rs. 918.58 lakhs. The Board of Directors propose to treat the said
interim dividend as the total dividend for the year.
Management Discussion and Analysis Report
Indian Economy registered a growth of 6.9% for the fiscal year ended
March 31, 2012. Industry grew at 4 %, Agriculture at 2.5 % and Services
sector at 9.4%.
Some segments of automotive sector did well and some did not. Car
segment grew modestly by 2 %, Medium and Heavy Commercial Vehicles grew
by 8% and Light Commercial Vehicles by 27%. Tractors grew by 11%.
Your Company did well in the year under review to achieve the level of
Rs.500 crore mark in sales with 17% growth. The turnover for the
previous year ended 31st March 2011 was Rs.428 crores. Profit before
tax has increased by 10.04% from Rs.41.54 crores to Rs. 45.71 crores
and Profit after tax by 13.12% from Rs. 28.51 Crores to Rs. 32.25
Crores.
Business Outlook:
During the year under review, your Company has opened one branch in
Silchar and has plans to open one or two branches in the North during
2012-2013. Excise Duty on motor parts has gone up by 2% from 10.30% to
12.36% effective 16th March 2012. Many State Governments have also
increased VAT applicable on motor parts by at least 1%. West Bengal has
re-introduced Entry tax at 1% effective 1st April 2012.
The overall economic scenario has deteriorated with infrastructural
spend moderating, the Company's sales growth during 2012-2013 may not
be to the levels seen in the previous years.
Internal Control Systems
The Company has effective and adequate internal control systems
covering all areas of operations.
The Internal Audit Team visits all our branches as per audit schedule
to ensure compliance with systems and procedures. Audit findings and
Internal Audit Reports are reviewed by the Senior Management and Audit
Committee regularly. The Audit Committee of the Board met 4 times
during the year under review with the Senior Executives of the Internal
Audit and the Finance & Accounts Department and the Statutory Auditors.
Human Resources Development
The Directors acknowledge and appreciate the performance of all the
employees in the Company as a team, which enables the Company to scale
new heights. It is this team work displayed by the branches along with
the Central Office that enables the Company to perform well. This has
also resulted in cordial industrial relations during the year under
review.
Corporate Social Responsibility
The Company has been contributing regularly over the years by way of
donations to various organisations towards the benefit of
underprivileged people in promoting education and healthcare.
Corporate Governance
A detailed report on corporate governance, together with a certificate
from the Statutory Auditors in compliance with Clause 49 of the Listing
Agreement is attached, forming part of this report.
Directors
Sri. S Ram and Ms. Shobhana Ramachandhran, Directors retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
Auditors
The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
reappointed. A certificate under Section 224(1 B) of the Companies Act,
1956 has been received from them.
Fixed Deposits
Your Company has not accepted any public deposits during the year
2011-12.
Information as per Section 217(1) (e) of the Companies Act, 1956
Your Company has no activity relating to conservation of energy or
technology absorption. During the year 2011-2012, the Company did not
have any foreign exchange earnings or outgo other than travel.
Personnel
There is no employee, particulars of whom are to be furnished under
Section 217(2A) of the Companies Act, 1956.
Directors' responsibility statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year ended 31st March,
2012, and the profit of the Company for that year.
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) the Directors have prepared the annual accounts on a going concern
basis.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued
support and co-operation during the year under review. They also wish
to thank State Bank of India for its support and assistance.
Your Directors wish to place on record their appreciation for the
commitment, initiative and excellent contribution of all the staff and
executives of the Company, which enabled your company to register a
good performance during the year under review.
On behalf of the Board of Directors
Chennai S Narayanan
29th May 2012 Chairman
Mar 31, 2011
TO THE SHAREHOLDERS
The Directors are pleased to present the 57th Annual Report together
with the Audited Accounts for the year ended 31st March 2011.
Financial Results Rs. in Lakhs
Particulars 31.03.2011 31.03.2010
Profit before tax 4154.09 3647.65
Less: Provision for taxation (including
deferred tax) 1302.58 1168.05
Profit after Tax 2851.51 2479.60
Add : Balance in P&L Account brought
forward from previous year 825.34 799.84
Profit available for appropriation 3676.85 3279.44
Appropriations
Dividend
- Interim 707.17 582.37
- Final - 62.40
Dividend Tax (including surcharge) 114.72 109.33
General Reserve 1900.00 1700.00
Surplus Balance in Profit & Loss Account 954.96 825.34
Dividend
The Board of Directors in May 2011 declared and paid an Interim
Dividend of Rs.17/- (170%) per equity share for the year ended 31st
March 2011 on the paid up share capital of Rs.415.98 lakhs. The
dividend, together with dividend tax of Rs.114.72 lakhs absorbs a sum
of Rs.821.89 lakhs. The Board of Directors propose to treat the said
interim dividend as the total dividend for the year.
Management Discussion and Analysis Report
Your company did well during the year under review in line with the
Indian economy, which had registered a strong GDP growth of 8.50%.
Growth in Agriculture sector was at 5.40% whereas growth in the
Industry & Services sector were at 8.20% and 9.40% respectively. In the
Automotive sector, medium and heavy commercial vehicles registered a
strong growth of 32% while LCV's grew at 23% and MUVs (Multi Utility
Vehicles) by 29%.
For the year under review, your Company's sales increased by Rs.70.00
crores - from Rs.358.00 crores to Rs.428.00 crores. This enabled
profits (before tax) to grow by 13.87% from Rs.36.48 crores to Rs.41.54
crores. Correspondingly, profit after tax increased by 14.95% from
Rs.24.80 crores to Rs.28.51 crores. In view of all round inflation,
operational costs including wages, freight, rent and travel went up.
Some of these costs are expected to increase in the fiscal year 2011-12
as well.
Business Outlook
Your company opened new branches in Patiala, Barbil and Allahabad to
have a better reach. With commodity price inflation persisting we would
expect motor vehicle parts prices to go up. With moderation in vehicle
production due to macro economic factors, component manufacturers are
expected to service the aftermarket with better supplies. With
effective cost control, the management expects to maintain performance.
Internal Audit
The Internal Audit Team visits all our branches as per audit schedule
to ensure compliance with systems and procedures. Audit findings and
Internal Audit Reports are reviewed by the Senior Management and Audit
Committee regularly. The Audit Committee of the Board met 5 times
during the year under review with the Senior Executives of the Internal
Audit and the Finance & Accounts Department and the Statutory Auditors.
Corporate Governance
A detailed report on corporate governance, together with a certificate
from the Statutory Auditors in compliance with Clause 49 of the Listing
Agreement is attached, forming part of this report.
Directors
Sri S Ravindran and Sri Rasesh R Doshi, Directors retire by rotation at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment.
Auditors
The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
reappointed. A certificate under Section 224(1B) of the Companies Act,
1956 has been received from them.
Information as per Section 217(1) (e) of the Companies Act, 1956
Your Company has no activity relating to conservation of energy or
technology absorption. During 2010- 2011, the Company did not have any
foreign exchange earnings or outgo other than travel.
Personnel
There is no employee, particulars of whom are to be furnished under
Section 217(2A) of the Companies Act, 1956.
Directors' responsibility statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year ended 31st March,
2011, and the profit of the Company for that year.
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) the Directors have prepared the annual accounts on a going concern
basis.
Acknowledgement
Your Directors thank all the suppliers and dealers for their continued
support and co-operation during the year under review. They also wish
to thank State Bank of India for its support and assistance.
Your Directors wish to place on record their appreciation for the
commitment, initiative and excellent contribution of all the staff and
executives of the Company, which enabled your company to register a
good performance during the year under review.
On behalf of the Board of Directors
Chennai S Narayanan
11 th August 2011 Chairman
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