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Directors Report of Morganite Crucible (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2014. (Rs. in Lacs) Standalone

Particulars 2014 2013

Revenue from Operations, net of excise 7937.03 7897.92

Other Operating Revenue 120.32 93.45

Other income 198.26 73.99

Total income 8255.61 8065.36

Operating Expenses 6415.99 6226.65

Profit before finance cost, 1839.62 1838.71 depreciation and amortisation

Finance Cost 34.39 4.03

Depreciation and Amortisation Expense 465.67 410.21

Profit before tax 1339.56 1424.47

Provision for tax 497.27 569.26

Share of minority interest - -

Profit after tax 842.29 855.21

Add: Balance brought forward from 3612.70 2790.25 previous vear

Amount available for appropriation 4454.99 3645.46

Less: Appropriation/transfer

Proposed equity dividend 28.00 28.00

Corporate dividend tax 4.76 4.76

Balance carried to Balance Sheet 4422.23 3612.70

(Rs. in Lacs) Consolidated

Particulars 2014 2013

Revenue from Operations, net of excise 9967.11 9907.21

Other Operating Revenue 131.83 96.24

Other income 232.15 133.06

Total income 10331.09 10136.51

Operating Expenses 8310.79 7841.53

Profit before finance cost, 2020.30 2294.98 depreciation and amortisation

Finance Cost 34.39 4.03

Depreciation and Amortisation Expense 559.18 469.33

Profit before tax 1426.73 1821.62

Provision for tax 553.59 729.85

Share of minority interest 28.64 129.42

Profit after tax 844.50 962.35

Add: Balance brought forward from 3975.20 3045.60 previous vear

Amount available for appropriation 4819.70 4007.95 Less: Appropriation/transfer 28.00 28.00

Proposed equity dividend 4.76 4.76

Balance carried to Balance Sheet 4786.94 3975.19

Your Directors are pleased to recommend a final dividend of Re. 1 per equity share of face value of Rs. 10 each of the Company for the financial year 2013-14 for approval of the members.

During the year under review, the Company has achieved net turnover of Rs. 7937.03 lacs as compared to Rs. 7897.92 lacs in last year in spite of slow economic growth, downward trend especially in the automotive sector. The Profit after Tax was slightly down to Rs. 842.29 lacs as compared to Rs. 855.21 lacs from the last year. In spite of sluggish demand across the larger economy, your Company managed to achieve export sale of Rs. 5269.41 lacs to as compared to Rs. 5298.80 during the last year.

The year witnessed marginal GDP growth, general slowdown in global economy impacting the demand of export and weak domestic demand due to downswing in automobile sector. The increase in cost of raw material prices, LPG and high interest rate impacted the business during the year.

As per the Economic Survey 2014-15 the Indian Economy is likely to grow in the range of 5.1 to 5.5 percent, moderation in inflation and economic growth coupled with the new government''s policies is likely to drive volumes and revive the Indian automobile sector thus creating an environment for growth of the industry. However, the growth may remain moderate in view of steps taken for reviving of investment cycle and benign growth in Asian economy.

Your Company continued to remain ISO 9001:2008 certified for Quality Management System Standards.

During the year, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

Your Company has one subsidiary company viz. Diamond Crucible Company Limited having its manufacturing facility at Mehsana, Gujarat. A statement containing summary of financial details of the subsidiary company for the year ended March 31, 2014 is annexed as part of this Annual Report. In terms of general exemption granted under Section 212 (8) of the Companies Act, 1956 by Ministry of Corporate Affairs vide its General Circular no. 02/2011 dated February 8, 2011, the Audited Statement of Accounts, Auditors'' Report thereon for the financial year ending March 31, 2014 of subsidiary company have not been annexed. However the Company has published the audited consolidated financial statements for the financial year March 31, 2014 and also forms part of this Annual Report. The Annual Accounts of the subsidiary company and related detailed information shall be made available to members of the Company seeking such information and shall be kept open for inspection at the Registered Office of the Company during office hours.

The Company has Mr Sadanand Shabde and Mr Subhash Kolapkar as Independent Directors on Board satisfying criteria of Clause 49 of the Listing Agreement. As per Section 149 of the Companies Act, 2013 an Independent Director shall hold office for term up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing of special resolution by the Company.

In view of above, the Board of Directors in its meeting held on August 12, 2014 recommended for appointment of Mr Sadanand Shabde and Mr Subhash Kolapkar as an Independent Director for a period of five years from the date of 29th Annual General Meeting subject to approval of Members. The Company has received declarations from the said Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Mr Stuart Cox, Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends the approval of the same.

The Company has constituted Corporate Social Responsibility (CSR) Committee in the meeting of Board of Directors of the Company held on May 22, 2014. The terms of reference of the CSR Committee are in line with provisions of Companies Act, 2013 and rules made thereunder.

The Morgan Group has set up EHS Policy which applies to all Morgan facilities worldwide having a key focus on health and safety of employees, risk assessment, risk management and mitigation of identified risks. The Morgan Group and the Company are always committed to make its manufacturing facility injury free, safe and healthy organisation.

As a commitment towards safety and health environment, the Company has made improvements in certain identified areas and also carried out the well-being programs during the year under review as follows :

Operational :

* Existing Fire Hydrant Systems has been completely replaced with new

* Emphasis on reduction of dust level in the factory

* Machine guarding and LOTO for maintenance safety.

Well-being :

* Installed defibrillator

* RO plant installation for better drinking water to all employees.

* Internal training programs to develop awareness of health and safety environment for employees and contractual labour

* Annual medical check-ups and corrective actions thereon for monitoring health of employees

* Most Mile March'' initiative for encouraging employees to walk more, your Company ranked in top five as compared to other Morgan facilities worldwide.

The Company''s Auditors M/s BSR & Co. LLP (Registration No. 101248W/W-100022) hold office until ensuing Annual General Meeting (AGM) of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rules framed thereunder and upon recommendation of Audit Committee, it is proposed to appoint BSR & Co. LLP as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 30th Annual General Meeting to be held in the year 2015 subject to ratification by the Members.

As per the requirement of the Central Government, and pursuant to Section 233B of the Companies Act, 1956, the audit of the cost accounts pertains to crucibles and other relevant product group is carried out during the year. Pursuant to the approval of Ministry of Corporate Affairs, Bhaskar Deb, Practising Cost Accountant having membership no. 29769 was appointed as the Cost Auditors for auditing the Company''s cost accounts relating to the Company''s products for the year ended March 31, 2014. The Cost Audit Report for the financial year ending March 31, 2013 was duly filed by the Company with Ministry of Corporate Affairs.

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 on March 31, 2014 and profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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) that the Directors have prepared the annual accounts on a ''going concern'' basis.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part of the Directors'' Report.

Your Directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Shareholders, Customers & Consultants for their unstinted support and assistance. Your Directors also place their deep appreciation to employees at all levels for their hard work, solidarity, dedication and commitment.

For and on behalf of the Board,

Sadanand V. Shabde Hitesh Saiwal (Chairman) (Managing Director)

Place: Aurangabad Date: August 12, 2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 28th Annual Report, together with the Audited Financial Statements of the Company for the year ended on March 31, 2013.

1. FINANCIAL RESULTS:

(Rs. in lacs) Particulars 2012-13 2011-12

Profit before Interest, Depreciation and Taxation 1838.71 1805.46

Less: Interest 4.03 34.82

Less: Depreciation 410. 21 347.52

Profit for the year before taxation 1424.47 1423.12

Less: Provision for Taxation 569.26 514.54

Profit After T ax 855.21 908.58

Profit brought forward from the Previous Year 2822.79 1914.21

Profit carried to Balance Sheet 3612.70 2822.79

2. DIVIDEND:

Your Directors are pleased to recommend final dividend on Equity shares of the Company at the rate of Re. 1/- per share.

3. OPERATIONS AND FUTURE OUTLOOK:

During the year under review, the net turnover of the Company was Rs. 7897.92 lacs as compared to Rs. 7908.35 lacs in last year. During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 388.48 lacs. The Profit after Tax was slightly down to Rs. 855.22 lacs as compared to Rs. 908.58 lacs from the last year. The Company has made export of Rs. 529.88 Lacs as compared to Rs. 549.65 Lacs from the last year.

The Indian economy has witnessed downward trend especially in the automotive and other sectors which largely affects the business of the Company. Further, financial deficit, continuous diminishing value of rupee, increase in cost of raw material, overheads and interest rates leads to become market uncertain which may impact the business in the year 2013-14.

However, despite of above backdrop, the Company is looking forward secular growth trend for coming years and ready to deliver best quality of product with competitive price which will help to grow the demand of the product in a near future. The Company has refined its business strategy and looking forward to enhance its customer base in domestic and overseas markets.

4. PUBLIC DEPOSIT: The Company has not invited deposit from the public during the year under report.

5. CAPITAL:

Company''s paid up capital stood at Rs. 2.80 Crores as on March 31, 2013. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of the Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1) (e) of the Companies Act 1956 read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is annexed with this report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company''s Auditors M/s B S R & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Mr. Didier Finck ceased to be Director on the Board w.e.f. 31st October 2012, the Board places on record its appreciation of the valuable services rendered by him during his tenure. In accordance with provisions of The Companies Act, 1956 and the Articles of Association of the Company, Mr. Sadanand V. Shabde and Mr. Stuart A. Cox, Directors retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongWith proper explanation relating to material departures;

(ii) that 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 at 31st March, 2013 being end of the financial year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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) that the Directors have prepared the annual accounts on a ''going concern'' basis.

10. RISK MANAGEMENT:

The Company''s properties continued to be adequately insured against risks such as fires, riots etc.

11. CORPORATE GOVERNANCE:

The Corporate Governance Report and the Management Discussion and Analysis Report are attached and forming part of this Annual Report.

12. SUBSIDIARY COMPANY ACCOUNTS:

The Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under Section 212 from attaching subsidiaries accounts with holding company''s balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

13. ACKNOWLEDGMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Sadanand V. Shabde Hitesh Saiwal

(Chairman) (Managing Director)

Place: Aurangabad

Date: August 14, 2013


Mar 31, 2012

The Directors present the 27th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2012.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year ended Year ended

31 March 2012 31 March 2011

Profit before Interest, Depreciation and Taxation 1805.48 1364.96

Less: Interest 34.84 75.97

Less: Depreciation 347.52 346.97

Profit for the year before taxation 1423.12 942.02

Less: Provision for Taxation 514.54 447.13

Profit After Tax 908.58 494.89

Profit brought forward from the Previous Year 1914.21 1419.32

Profit carried to Balance Sheet 2822.79 1914.21

2. DIVIDEND:

Your Directors are pleased to recommend dividend on Equity shares of the Company at the rate of Rs. 1/- each share.

3. OPERATIONS :

During the financial year, the turnover was Rs. 78.96 Crores as compared to Rs. 67.13 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernization of its plant to Rs. 173.28 Lacs. The Company has also started diversifying activities such as trading and manufacturing of Foundry Consumables and refractory materials for which company has started first phase of testing and development foundry lubricant i.e. Die lube in the previous year. For the Calendar Year 2011 total turnover of die lube business stood at 8.99 Lacs and Operating Profit was (-16.71) Lacs and for the half year from Jan 2012 to June 2012 total Turnover stood at 25.20 Lacs and Operative Profit was 64 thousand, We are expecting to accelerate this are in the coming years.

NEW INITIATIVES - Company has successfully implemented SAP Simultaneously MCIL & DCCL. The SAP implementation is a step Towards moving on to becoming more system & process oriented company & achieving more transparency, accountability & effective working. Company also ventured in to ferrous market & looking towards new opportunities to attain diversification. Ferrous market have very large potential which was not explored by the company earlier.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL:

Company's paid up capital stood at Rs. 2.8 Crores as on 31st March 2012. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES :

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as Annexure 'A'

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company's Auditors M/s BSR & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Two of your Directors namely Mr. H. S. Shirsat and Mr. Didier Finck retire by rotation in terms of the Articles of Association of the Company. They, being eligible, have offered themselves for reappointment.

9. FUTURE OUTLOOK :

With the optimistic growth of the Indian economy the demand for the Company's product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors have also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at 31st March, 2012 being end of the financial year 2011-12 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Management:

The Company's properties continued to be adequately insured against risks such as fires, riots etc.

12. Corporate Governance :

A report on Corporate Governance has been provided as separate part of this report. Management Discussion and Analysis Report is attached and forming part of Annual Report.

13. Subsidiary Company Accounts :

Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under section 212 from attaching subsidiaries accounts with holding company's balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

14. ACKNOWLEDGEMENT :

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Hitesh Saiwal Sadanand V. Shabde

Date: 17th July 2012 Whole time Director / Country Manager Director


Mar 31, 2011

The Members,

The Directors present the 26th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2011.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year Ended Year Ended

31st March 2011 31st March 2010

Profit before Interest, Depreciation and Taxation 1364.96 1408.69

Less: Interest 75.97 116.96

Less: Depreciation 346.97 317.33

Profit for the year before taxation 942.02 974.41

Less: Provision for Taxation

- Current Tax 384.48 395.43 - Deferred Tax 62.65 (103.09)

- Fringe Benefits Tax - -

Profit After Tax 494.89 682.07

Profit brought forward from the Previous Year 1419.32 737.25

Profit carried to Balance Sheet 1914.21 1419.32

2. DIVIDEND:

With a view to conserve the resources, your Directors regret their inability to recommend dividend on Equity shares of the Company.

3. OPERATIONS

During the financial year, the turnover was Rs. 69.03 Crores as compared to Rs. 54.88 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 284.18 Lacs. The Company has also started diversifying activities such as trading and manufacturing of Foundry Consumables and refractory materials for which company has started first phase of testing and development foundry lubricant i.e. Die lube. We are expecting to accelerate this are in the coming years.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL :

Company's paid up capital stood at Rs. 2.8 Crores as on 31st March 2011. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as Annexure 'A'

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company's Auditors M/s BSR & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Two of your Directors namely Mr. Sadanand V Shabde and Mr. Stuart Cox retire by rotation in terms of the Articles of Association of the Company. They, being eligible, have offered themselves for reappointment.

9. FUTURE OUTLOOK

With the optimistic growth of the Indian economy the demand for the Company's product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors have also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at 31st March, 2011 being end of the financial year 2010-11 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Management:

The Company's properties continued to be adequately insured against risks such as fires, riots etc.

12. Corporate Governance

A report on Corporate Governance has been provided as separate part of this report. Management Discussion and Analysis Report is attached and forming part of Annual Report.

13. Subsidiary Company Accounts

Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under section 212 from attaching subsidiaries accounts with holding company's balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

14. ACKNOWLEDGEMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Hitesh Saiwal Sadanand V. Shabde

Date: 12th Aug 2011 Director Director








Mar 31, 2010

The Directors present the 25th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2010.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year Ended 31st Year Ended 31st

March 2010 March 2009

Profit before Interest, Depreciation and Taxation 1408.69 671.18

Less: Interest 116.96 103.82

Less: Depreciation 317.33 184.79

Profit for the year before taxation 974.41 382.57

Less: Provision for Taxation

- Current Tax 395.43 50.00

- Deferred Tax (103.09) 59.16

- Fringe Benefits Tax - 7.00

Profit for the year 682.06 266.40

Profit brought forward from the Previous Year 737.26 470.85

Profit carried to Balance Sheet 1419.32 737.25

2. DIVIDEND:

With a view to conserve the resources, your Directors regret their inability to recommend dividend on Equity shares of the Company.

3. OPERATIONS

During the financial year, the turnover was Rs. 54.88 Crores as compared to Rs. 33.43 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 172.28 Lacs for increasing the production capacity and initiated the proceedings for expansion of production capacity to the tune of 6500 MT PA.

To minimize the impact of the increase in the price of raw material and to maintain the best quality the Company has decided to involve the suppliers which are the established supplier to the Companys parent company production facility at UK. This will ensure maintenance of quality standard and product performance in the market.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL :

Companys paid up capital stood at Rs. 2.8 Crores as on 31st March 2010. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as

Annexure A

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act read with the Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The notes of the Auditors and other notes on accounts are also self-explanatory. The Auditors of the Company M/ s. Price Waterhouse & Co., Chartered Accountants, Mumbai, will retire at the forthcoming Annual General Meeting. However they have expressed their inability to be reappointed as Auditors. The Company has received special notice to appoint M/s BSR & Co. Mumbai as Auditors of the Company for the year 2010-11. The Directors recommend appoint of M/s BSR & Co. Mumbai as Auditors of the Company for the year 2010-11 and necessary business has been incorporated in the notice convening Annual General meeting of the members of the Company

8. DIRECTORS:

One of your Directors retire by rotation in terms of the Articles of Association of the Company. He, being eligible, have offered himself for reappointment.

9. FUTURE OUTLOOK

With the optimistic growth of the Indian economy the demand for the Companys product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors are also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at 31st March, 2010 being end of the financial year 2009 10 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Mangement:

The Companys properties continued to be adequately insured against risks such as fires, riots etc.

12. ACKNOWLEDGEMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Vijay Sabarwal Stuart Cox

Date: Aug. 11, 2010 Director Director

 
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