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Directors Report of LG Balakrishnan & Bros Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Fifty Ninth Annual Report of your Company together with the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below

Consolidated

Particulars 31.03.2015 31-03-2014 (Rs. in Lakhs) (Rs. in Lakhs)

Total Revenue 117,571.51 111,315.87

Profit before Interest, 14,447.16 13,073.20 Depreciation & Tax

Less : Interest 1,770.04 1,789.75

Depreciation 3,946.69 3,278.71

PROFIT BEFORE TAX 8,730.43 8,004.74

Less : Provisions for Taxation

Current Income Tax/MAT 2,044.06 1,674.13

Deferred Tax (Credit/Charge) 4.77 (184.35)

Add: Exceptional items 660.80 -

PROFIT AFTER TAX 7,342.40 6,514.96

Add : Share in Profit of Associate 58.04 92.63

Less : Share of Profit - 279.17 323.50 Minority interest

PROFIT AFTER TAX 7,121.27 6,284.09

Add : Balance brought forward 4,354.78 3,172.51

AVAILABLE FOR APPROPRIATION 11,476.05 9,456.60

APPROPRIATIONS:

1. Dividend on Equity Shares 1,098.74 941.78

2. Tax on Dividend 221.86 160.04

3. Transfer to General Reserves 4,883.20 4,000.0

4. Balance carried over 5,272.25 4,354.78

Total 11,476.05 9,456.60

Standalone

Particulars 31-03-2015 31-03-2014 (Rs. in Lakhs) (Rs. in Lakhs)

Total Revenue 105,110.65 99,266.30

Profit before Interest, 13,181.81 11,681.54 Depreciation & Tax

Less : Interest 1,631.84 1,691.03

Depreciation 3,733.68 3,137.12

PROFIT BEFORE TAX 7,816.29 6,853.39

Less : Provisions for Taxation

Current Income Tax/MAT 2,043.38 1,470.95

Deferred Tax (Credit/Charge) (5.89) (51.98)

Add: Exceptional items 660.80 -

PROFIT AFTER TAX 6,439.60 5,434.42

Add : Share in Profit of Associate - -

Less : Share of Profit - - - Minority interest

PROFIT AFTER TAX 6,439.60 5,434.42

Add : Balance brought forward 3,519.85 3,187.25

AVAILABLE FOR APPROPRIATION 9,959.45 8,621.67

APPROPRIATIONS:

1. Dividend on Equity Shares 1,098.74 941.78

2. Tax on Dividend 221.86 160.04

3. Transfer to General Reserves 4,883.20 4,000.00

4. Balance carried over 3,755.65 3,519.85

Total 9,959.45 8,621.67

CONSOLIDATED FINANCIALS

During the year under review, your Company's consolidated total revenue stood at Rs. 117,571.51 Lakhs as compared to Rs. 111,315.87 Lakhs for the previous year, representing an increase of 5.62%; profit before tax stood at Rs. 8,730.43 Lakhs for the year under review as compared to Rs. 8,004.74 Lakhs for the previous year, representing an increase of 9.07%; profit after tax stood at Rs. 7,342.40 Lakhs as compared to Rs. 6,514.96 Lakhs for the previous year, representing an increase of 12.70%.

STANDALONE FINANCIALS During the year under review, the Total Revenue stood at Rs. 105,110.65 Lakhs as compared to Rs. 99,266.30 Lakhs for the previous year, representing an increase of 5.89%; profit before tax stood at Rs. 7,816.29 Lakhs for the year under review as compared to Rs. 6,853.39 Lakhs for the previous year, representing an increase of 14.05%; profit after tax stood at Rs. 6,439.60 Lakhs as compared to Rs. 5,434.42 Lakhs for the previous year, representing an increase of 18.50%.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 4,883.20 Lakhs to the General Reserve out of the amount available for appropriations and the remaining amount of Rs. 3,755.65 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors have recommended a total dividend of Rs. 7 per share (70% on face value of Rs. 10/- each) which amounts to Rs. 1320.60 lakhs.

This includes interim dividend of Rs. 3.20 per equity share (32% on the face value of Rs. 10/- each) which was paid to all shareholders on 20.11.2014.

It is to be noted that the dividend is applicable on bonus shares also and dividend would be 140% on the pre bonus capital of the Company.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, an amount of Rs. 3.13 Lakhs being unclaimed dividend (2006-07) was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

SHARE CAPITAL:

During the year the Company had issued the 78,48,104 equity shares of Rs. 10/- each as bonus shares in the ratio of 1:1 (one equity share allotted for every one share held) thus increasing the paid up share capital of the Company from Rs. 7,84,81,040/- to Rs. 15,69,62,080/-, consisting of 1,56,96,208 equity shares of Rs. 10/- each on 10th July, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure - A.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year ended 31st March, 2015, four Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31st March, 2015, the Board of Directors hereby confirms that, (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.,

(c) proper and sufficient care was taken 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;

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Sri.P.Balasubramanian, Sri.V.Govindarajulu, Sri.P.Shanmugasundaram, Dr.T.Balaji and Sri.R.Vidhya Shankar were appointed as Independent Directors at the Annual General Meeting of the Company held on July 09, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters as provided under Section 178(3) of the Companies Act, 2013 have been outlined in the Corporate Governance Report which forms part of this Report.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Messrs. Deloitte Haskins & Sells., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the (Sixty First) 61st Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

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

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 30.01.2015, appointed Dr.G.L.Sankaran, Cost Accountant, as the Cost Auditor of the Company for financial year 2014-2015. The Cost Audit Report will be filed within the period stipulated under Companies Act, 2013.

In respect of financial year 2015-2016, the Board, based on the recommendation of the Audit Committee, has approved the appointment of Dr.G.L.Sankaran as the Cost Auditor of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mr.M.D.Selvaraj of M/s.MDS & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended 31st March, 2015.

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - D.

OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDIT REPORTS.

The Statutory Auditor report and Secretarial Audit report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year the Company has invested a sum of US $ 2,00,000 in overseas subsidiary Company ie. M/s. LGB USA INC. In respect of investment, loan, guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for the Related Party Transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website http://www.lgb.co.in/pdf/related-party- transactions-policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2015) to which this financial statements relate and the date of this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - C".

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder's value and providing an optimum risk-reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company during the financial year 2014-15 has undertaken projects in areas of promoting education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 114.38 lakhs and the Company has spent Rs. 116.41 lakhs during the current financial year.

The report on CSR activities is attached as Annexure - 'D' to this Report.

BOARD EVALUATION

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors the Company formulated the criteria for the evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Managing Director of the Board. Based on that performance valuation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated.

FAMILIARIZATION PROGRAMMES

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/ institutions on above matters.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Sri.P.Prabakaran Deputy Managing Director and Smt.V.Rajsri Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee re-appointed Sri.B.Vijayakumar as Chairman Cum Managing Director of the Company for a further period of 5 years with effect from January, 1 2015. The terms and conditions of his appointment, including his remuneration, are subject to the approval of the Shareholders in the ensuing Annual General Meeting.

Brief profile of Sri.B.Vijayakumar, Sri.P.Prabakaran and Smt.V.Rajsri as required under Clause 49(VIII)(E) of the Listing Agreement is provided in the Notice, attached hereto.

At the Board Meeting held on August, 01 2014 Sri.B.Vijayakumar Chairman Cum Managing Director, Sri.P.Prabakaran Deputy Managing Director, Sri.N.Rengaraj Chief Financial Officer and Sri.M.Lakshmi Kanth Joshi General Manager Cum Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS

The Companies Act, 2013 has completely changed rules for deposits. The Company has neither accepted nor renewed any deposits during the year under review. During the year, your Company repaid all the outstanding fixed deposits from public aggregating to Rs.957.25 Lakhs. There was no deposit remaining unpaid or unclaimed as at the end of the year. The Board has decided to accept deposits subject to your approval and the same is proposed to obtain in the forthcoming Annual General Meeting under Section 73 of the Companies Act, 2013

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Materials orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as "Annexure - E"

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP.

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets,the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has four subsidiaries viz., M/s.BCW V Tech India Private Ltd (Wholly owned Indian Subsidiary), LGB USA INC,. (Direct Overseas Subsidiary), GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. There is One Associate Company Viz., M/s. Renold Chain India Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Statement containing salient features of financial statements of subsidiaries pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of The Companies (Accounts) Rules,2014 is annexed to this Report as "Annexure F" in the prescribed Form AOC-I.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.lgb.co.in and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf

None of the subsidiaries are material subsidiary as per the provisions of listing agreement.

ASSOCIATE COMPANY

Your Company has a 25:75 joint venture with M/s.Renold Holding PLC, United Kingdom. under the name of M/s. Renold Chain India Private Limited. This Joint Venture Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2014-15, JV achieved sales of Rs. 89.63 Crores (Net of Taxes) against Rs. 83.79 Crores (Net of Taxes) in 2013-14, thereby showing a growth of 7%. Growth in sales and margin improvement has resulted in net profit of Rs. 3.98 Crores as against net profit of Rs. 3.71 Crores in 2013-14.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under the Listing Agreement with Stock Exchanges ("Listing Agreement") a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Management Discussion and Analysis and Corporate Governance are annexed as Annexure - G and Annexure - H respectively to this Report.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the Section on Corporate Governance, under the head, 'Audit Committee' for matters relating to the composition, meetings, and functions of the Committee. The Board was accepted the Audit Committee recommendations during the year whenever required, hence no disclosure required under section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Company has paid the Annual Listing Fees to the said stock exchanges for the financial year 2015-2016.

INDUSTRIAL RELATIONS

Your Company Firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation of the customers, suppliers and investors for the support extended. We also gratefully acknowledge the continued assistance and co-operation extended by Government authorities, financial institutions and banks to the Company.

The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whom the growth of the Company is unattainable. Your Directors look forward to the long term future with confidence

By Order of the Board B. VIJAYAKUMAR Coimbatore Chairman cum Managing Director 30.04.2015 DIN: 00015583


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fifty Seventh Annual Report of your Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2013 as compared to the previous year is as below

Particulars 31-03-2013 31-03-2012 (Rs.in Lakhs) (Rs.in Lakhs)

Gross Income 94,062.78 90,691.64

Profit before Interest, Depreciation & Tax 9,379.93 10,392.13

Less : Interest 2,247.52 1,743.64

Depreciation 2,911.22 2,832.30

PROFIT BEFORE TAX 4,221.19 5,816.19

Less : Provisions for Taxation

Current Income Tax/MAT 796.09 1,559.54

Deferred Tax(Credit/Charge) 57.37 (95.32)

PROFIT AFTER TAX 3,367.73 4,351.97

Add : Balance brought forward 3,004.82 2,156.20

AVAILABLE FOR APPROPRIATION 6,372.55 6,508.17

APPROPRIATIONS:

1. Proposed Dividend on Equity Shares 658.63 863.30

2. Tax on Dividend 26.68 140.05

3. Transfer to General Reserves 2,500.00 2,500.00

4. Balance carried over 3,187.25 3,004.82

Total 6,372.55 6,508.17

PERFORMANCE AND OPERATIONS

The Company has been showing consistently good financial performance both in terms of turnover and profitability. During the year, the Gross Revenue from operations of your Company on standalone basis has increased by 3.72 % at '' 33.71 crore as compared to '' 906.92 crore during previous financial year 2011-12. The Profit before Tax on standalone basis stood at '' 4221.19 Lakhs as compared to '' 5816.19 Lakhs during previous year.

DIVIDEND

The Board of Directors at its meeting held on 29th January, 2013 declared interim Dividend @ '' 5.50 per equity share (55%) on the face value of '' 10/- each, which was paid to all shareholders on 15.02.2013.

We are pleased to recommend a final Dividend of 20% ('' 2.00 per share of face value of '' 10/- each for the financial year 2012-13. The final Dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956.

The aggregate Dividend for the year will amount to '' 7.50 per share on face value of '' 10/- each) as against '' 11/- per share of (110% on the face value of '' 10/- each) declared last year.

The total cash outgo for this purpose would be '' 685.31 Lakhs (Previous Year '' 1003.34 Lakhs), which include Tax on Dividend amounting to '' 26.68 Lakhs (Previous year '' 140.05 Lakhs)

ACQUISITION

In its strategy to pursue inorganic growth for further accelerating its progress and expanding its presence in select geographies, your Company''s Foreign subsidiary LGB USA.INC, USA acquired 100% stake in GFM Corporation USA specializes in manufacturing of Precision Metal Stampings. The Company believes that acquisition of

GFM would help focussing on in-house products and upgrading marketing and sales functions in the important market of USA.

SUBSIDIARY COMPANIES

As on March 31, 2013, the Company has 2 subsidiaries. M/s.BCW V Tech India Private Limited, wholly - owned subsidiary & LGB USA INC.

Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 forms part of this Annual Report. Information pertaining to performance / financials of subsidiary Companies is disclosed in the Consolidated Financial Statements.

Pursuant to Section 212(8) of the Companies Act, 1956, the Government of India vide its Circular No. 2/2011 dated 08th February 2011 granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the Balance Sheet and Profit & Loss Account and other documents of its Subsidiaries and hence the same have not been attached to your Company''s Accounts for the year ended 31st March, 2013.

However these documents will be made available upon request to any investor of the Company and shall be kept for inspection at the Registered Office of the Company. LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2013-2014 have been paid to them well before the due date i.e. April 30, 2013. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2013-2014.

PUBLIC DEPOSITS

The amount of fixed deposits available with the Company as on 31st March 2013 is '' 990.00 Lakhs.

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Company''s Scheme.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Sri. V. Govindarajulu, Sri. S. Sivakumar and Sri. R. Vidhya

Shankar are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with the Practicing Company Secretary''s Certificate thereon and a Management Discussion and Analysis Report are attached and forms part of this report.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, an amount of '' 2.18 Lakhs being unclaimed Dividend (2004-05) was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

AUDITORS

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit for the Company. Based on recommendations of the Audit Committee and subject to approval of the Central Government, Mr. G.L. Sankaran, Cost Accountant, Coimbatore has been appointed as Cost Auditor for the year. The relevant cost audit report for the financial year 2011-12 has been filed.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

INDUSTRIAL RELATIONS

Your Company firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and all the units of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief of poverty and promotion of sports.

ADDITIONAL DISCLOSURES

Management Discussion and Analysis Report, Corporate Governance Report, Segment Report, and Related Party Disclosures provided elsewhere in the Annual Report forms a part of this Report as required under the Listing Agreement entered into with the Stock Exchanges

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

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of

Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

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

- that the annual accounts have been prepared on going concern basis.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks all our customers, suppliers and investors for their continued support. We also gratefully acknowledge the continued assistance and co-operation extended by Government authorities, financial institutions and banks to the Company. The Board expresses its appreciation for the dedication and commitment extended by its employees and their contribution to the growth and progress of the Company.

By Order of the Board

Coimbatore B. VIJAYAKUMAR

30.04.2013 Chairman cum Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the 54th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended March 31, 2010 is summarized below :

Particulars 31-03-2010 31-03-2009 (Rs. in Lakhs) (Rs. in Lakhs) Profit before Interest, Depreciation & Tax 7904.73 5975.60 Less:Interest 2058.70 2469.35 Depreciation 2171.49 2069.10 Profit Before Tax and Extra Ordinary items 3674.54 1437.15 Add : Exceptional Items - 3064.47 Profit Before Tax 3674.54 4501.62 Less : Provisions for Taxation Current Income Tax / Mat 621.87 Less : Mat Credit Entitlement 530.45 91.42 710.00 Income Tax related to earlier year 46.41 - Deferred Tax (Credit) / Charge 1053.20 (162.70) Fringe Benefit Tax - 40.00 Profit After Tax 2483.51 3914.32 Add : Balance brought forward 1139.73 3153.14 Amount Available for appropriation 3623.24 7067.46

APPROPRIATIONS:

1. Proposed Dividend on Equity Shares 510.13 470.89 2. Tax on Dividend 84.73 80.03 3. Transfer to General Reserves 1540.55 5376.81 4. Balance carried over 1487.83 1139.73 3623.24 7067.46

PERFORMANCE AND OPERATIONS REVIEW

Your Company has concluded yet another year of sustained growth with significant Improvements all-round. During the year under review, the sales turnover has increased from Rs.50760.09 Lakhs in the previous financial year to Rs.55237.90 Lakhs. This represents overall growth rate of 8.82% over the previous year. The profit before tax and extraordinary items for the year was Rs.3674.56 Lakhs as against Rs. 1437.15 Lakhs in the previous year showing a growth of 155% over previous year. The profit after tax and adjustments for the year had been Rs.2483.51 Lakhs as against Rs.3914.32 Lakhs in the previous year.

QUALITY

The Company continues to attach great importance in the Quality of its products and its pursuit for perfection in this direction is an on going process. The Company is aware of the need to globalize its business and as an integral part of this goal, concentrates its efforts towards conducting training programme on quality aspects for personnel from the various departments of the Company, thereby enabling the Company to confirm to international standards or quality and making its products readily acceptable in the international markets.

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 6.50 /- per equity share i.e. 65% on face value of equity share of Rs. 10/- each for the year ended 31st March 2010.

The total cash outgo for this purpose would be Rs. 594.86 Lakhs (previous year Rs.550.92 Lakhs), which includes Tax on Dividend amounting to Rs. 84.73 Lakhs (last year Rs. 80.03 Lakhs).

The Registrar of Members and the Share Transfer Books shall remain closed from 08-06-2010 to 14-06-2010 both days inclusive for the purpose of Annual General Meeting and Payment of Dividend.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Share Capital of your Company was changed by allotment of 6 (Six) Equity shares of Re.1/- each, on preferential basis to M/s. L. G. Sports Limited belonging to Promoter & Promoter Group to mitigate the problem arising due to the consolidation of Equity Shares from Re.1/- each to Rs.10/- each. And the capital of the Company has been changed from 78481040 of Re.1/- each to 7848104 of Rs.10/-

WHOLLY OWNED SUBSIDIARY COMPANY

In terms of Section 4(1 )(c) of the Companies Act, 1956, M/s.BCW V Tech India Private Limited becomes a wholly owned subsidiary of the Company in which it holds 100% of the Equity Shares as on 31st March, 2010. As required under Section 212 of the Companies Act, 1956 the Balance Sheet, Profit ft Loss Account and the reports of the Board of Directors and Auditors of M/s.BCW V Tech India Private Limited have been attached to the Balance Sheet of your Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2010-2011 have been paid to them well before the due date i.e. April 30, 2010. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2010-11.

PUBLIC DEPOSITS:

The amount of fixed deposits available with the Company as on 31st March, 2010 is Rs.125.99 Lakhs.

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Companys scheme.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Rajsri Vijayakumar and Sri. R. Vidhya Shankar are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205 C of the Companies Act, 1956, an amount of Rs.1.85 Lakhs being unclaimed dividend (2001 -02)was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

AUDITORS:

The Auditors, M/s Deloitte, Haskins & Sells, Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate

from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

INDUSTRIAL RELATIONS:

Industrial relations have remained cordial throughout the year in the Company.

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

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date.

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

- that the annual accounts have been prepared on going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record that your Companys success has been a result of enduring dedication, commitment and hard work of employees, suppliers, financial institutions, banks and most important our customers, who have extended their engineering umbrella in order to allow us to excel in our field. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board Coimbatore B. VIJAYAKUMAR 29.04.2010 Chairman Cum Managing Director

 
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