Mar 31, 2014
Dear Members,
The company''s Directors are pleased to present the 23rd Annual Report
of the Company along with the audited accounts for the financial year
(Nine months) ended 31st March, 2014.
1.1 Financial Results
The financial performance of the Company for the financial year (nine
months) ended March 31, 2014 is summarized below. The current financial
year is consisting of nine months and the previous financial year was
of fifteen months and hence the comparison between the financial year
to year could not be possible. The data provided for the purpose of
better information.
(Rs. in Lacs)
Sr. Particulars Financial Year Financial Year
No. 2013 - 2014 2012 - 2013
(For Nine Months) (For Fifteen Months)
1 Sales 24,680 68,879
2 Profit Before
Depreciation and
Amortisation (8,341) (4,244)
Expenses, Finance Cost
and Tax Expenses
Less: Finance Cost 9921 20,063
Depreciation And
Amortisation Expenses 4516 7,999
Profit Before tax (22,778) (32,306)
Less : Current Tax
(Earlier Years) 53 13
Add: Deferred Tax (Assets) - 8,876
Profit for the Year (22,831) (23,443)
Less: Prior Period Item - -
Add: Balance in Profit &
Loss Account (39,334) (15,891)
TOTAL (62,165) (39,334)
Less: Appropriation :
Proposed Dividend on
Equity Shares 0.00 0.00
Tax on Dividend 0.00 0.00
Closing Balance (62,165) (39,334)
1.2 Segmentwise Turnover ( rs. in Lacs)
Sr. Particulars Financial Year 2013-14 Financial Year 2012-13
No. (Sales) (Sales)
(For Nine Months) (For Fifteen Months)
1 Solvent Extraction 840 7,686
2 Paper 11,363 31,750
4 Cement 12,477 29,443
Total 24,680 68,879
Note: The last financial year ended 30.06.2013 of the company consisted
of fifteen months and hence the current financial year was supposed to
be end on June 30, 2014. The board of directors in its meeting held on
14.02.2014 after considering the section 2(41) of the New Companies
Act, 2013 decided to align its financial year as per the provisions of
said clause. Hence the Current Financial Year ended 31.03.2014 consist
of nine months period.
The figure of the turnover of the previous year has been changed due to
regrouping of the accounts. Further the figure of the Power segments is
not included in the total turnover of the company due to inter segment
consumption.
Financial Operations :
The period in question of the company consists of nine months. During
the said period the company achieved a turnover of Rs. 24,680 Lacs. The
profit of the company continues in the negative during period too. The
net loss for the period is Rs. 22,831 lacs. The accumulated loss of the
company reached to Rs. 62,165 lacs.
Dividend:
The meeting of Board of Directors was held on 30th August, 2014. After
discussion it was decided that the company is suffering through the
cash liquidity crisis due to utilization of less capacity of all units
of the company and the burden of high rate of interest hence it is
recommended not to distribute any dividend for the year ended March
31,2014.
Transfer to Reserves:
The company decided not to transfer any amount to general reserve this
year due to insufficient profit for the period ended March 31,2014.
Subsidiary Company :
The company has four wholly owned subsidiary companies as on March
31,2014. The names are - (i) Murli Cement Limited; (ii) Murli Cement
(Maharashtra) Limited; (iii) Murli Cement (Rajasthan) Limited; and (iv)
Murli Cement (Karnataka) Limited. The companies are incorporated but
yet to start any operation. The board in its meeting held on May 29,
2014 proposed not to attach the balance sheet of the subsidiary
companies. The summery of financial statement of there attached at the
end of this annual report.
Finance :
The Corporate Debt Restructuring (CDR) is being implemented vide the
CDR Cell. The Period of scheme was sanctioned for ten years from the
cutoff date i.e. 1st September, 2010. The present CDR scheme cease to
exist due to the non co-operation of the member banks and they have
withdrawn from the scheme. Few banks also informed that they have
assigned their credit facilities to Assets Restruction Company (ARC)/
Assets Management Company.
Insurance:
The company continues to carry adequate insurance cover for its assets
against the possible risk like fire, flood, public liability, marine
etc.
Corporate Social Responsibilities:
The Company formed a CSR committee consisting of three directors of the
company out of which two are independent directors and one executive
director. The function of the committee will be as per the provisions
of the section 135 (3) of the Companies Act, 2013 and schedule VII of
the said act.
BIFR : The management of the company on 24th September, 2013 referred
to the Board For Industrial and Financial Reconstruction after
considering the Audited Balance Sheet of the company in its meeting
held on August 29, 2013. The said reference has accepted by the
Registrar and the same is registered. The procedure for declaration of
sickness of the company has been going on.
Stock Exchange Information:
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees has been paid to all the Exchanges.
Registrar & Transfer Agent:
Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound,
L.B.S Marg, Bhandup (West) Mumbai - 400078 is the Registrar and Share
Transfer Agent of the company for the physical and demat shares. The
members are requested to contact the Registrar directly for any of
their requirements.
Corporate Governance Report and Management Discussion and Analysis
Statement:
The Auditor, M/S Demble Ramani & Co., Chartered Accountants has
certified the Company''s compliance of the requirements of Corporate
Governance in terms of Clause 49 of the Listing Agreement. The said
Certificate together with the management discussion and analysis
statement is attached there was and forms part of this Report.
Directors:
Shri Rajinder Paul Gupta and Director, Shri Bhargavaram P. Ganu,
Director of the company will retire by rotation with the conclusion of
Annual General Meeting. Shri Rajinder P. Gupta, directors informed to
the management that he has shifted to Delhi for permanent residence and
due to the age he will not be able to continue to be director of the
company. Shri B. P. Ganu, director, due to the health problem will not
be able to continue the directorship of the Company. Shri Alok
Srivastava, nominee director of the bank has been promoted and
transferred to Delhi and the company received request from the bank to
appoint Shri H. K. Bhutani, AGM as a nominee director in place of Shri
Alok Srivastava, Shri Yashpal Dhiman, Executive Director, will retire
by rotation in the ensuing Annual General Meeting and offers himself
for reappointment.
Shri Subhash Rode, Shri Avinash Mardikar and Shri Vinayak Thergaonkar,
are Independent directors of the company. These directors will be
appointed as per section 149, 150 & 152 of the Companies Act, 2013
rules there under and new listing agreement.
Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended March 31, 2014, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
(2) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2014 and the profit and loss of the
Company for the year ended on that date;
(3) The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(4) The directors have prepared the Annual Accounts of the company on a
''going concern'' basis.
CEO / CFO Certificate:
In terms of Clause 49 (V) of the listing agreement, the certificate
duly signed by the CEO/CFO of the company was placed before the Board
of Directors along with the annual financial statements for the year
ended 31st March, 2014, at its meeting held on 29th May, 2014.
Auditors and Auditors'' Report:
M/s. Demble Ramani & Co., Chartered Accountants, Statutory Auditor of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting, and is eligible for reappointment. It has shown its
willingness to accept reappointment and has further confirmed that
their re-appointment, if made, would be within the prescribe limits
under section 141(g) of the Companies Act, 2013 and they are not
disqualified for reappointment.
The Notes on Financial Statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
Cost Auditros:
The company has appointed to M/s Khanuja Patra & Associates, cost
auditors for conducting the Cost Audit for the Agro Business, Paper
Business and Cement Business for the financial year ending 31.03.2015.
The Central Government has approved the same.
Other Information:
Inter-personnel relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1)(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report
together with particulars of Employees as required under section 217
(2A)(a) of the Companies Act 1956.
Appreciation & Acknowledgement:
Directors wish to place on record their deep appreciation to employees
for their hard work, dedication and commitment.
The Board place on record their deep appreciation for the support and
co-operation which your company has been receiving from its suppliers,
distributors, business partners, and other associated with the company
as its trading partner.
Directors also take this opportunity to thank all investors, clients,
Vendors, Financial Institutions, Banks, Government & Semi-Government
authorities and stock exchanges for their continued support.
For and on behalf of the Board of Directors
For Murli Industries Limited
Sd/-
Nandlal Maloo
Chairman & Managing Director
Place: Nagpur
Date: 30th August, 2014
Jun 30, 2013
To the Members,
The company''s Directors are pleased to present the 22nd Annual Report
of the Company alongwith the audited accounts for the financialyear
(Fifteen months) ended 30th June, 2013.
1.1 Financial Results
The financial performance of the Company for the financialyear (fifteen
months) ended June 30, 2013 is summarized below :
(Rs.in Lacs)
Sr.
No. Particulars Financial
Year Financial
Year
2012 - 2013 2011 - 2012
(For Fifteen
Months) (For Twelve
Months)
1 Sales 79,940 109,044
2 Profit Before Depreciation
and Amortisation (4,244) (10,123)
Expenses, Finance Cost and
Tax Expenses
Less: Finance Cost 20,063 12,705
Depreciation And Amortisation Expenses 7,999 6,673
Profit Before tax (32,306) (29,501)
Less : Current Tax (Earlier Years) 13 377
Add: Deferred Tax (Assets) 8,876 13,820
Profit for the Year (23,443) (16,058)
Less: Prior Period Item
Add: Balance in Profit &
Loss Account (15,891) 167
TOTAL (39,334) (15,891)
Less: Appropriation :
Proposed Dividend on Equity Shares 0.00 0.00
Tax on Dividend 0.00 0.00
Closing Balance (39,334) (15,891)
1.2 Segmentwise Turnover (Rs.in Lacs)
Sr.
No.Particulars Financial
Year 2012-13 Financial
Year 2011-12
(Sales) (Sales)
(For Fifteen
Months) (For Twelve
Months)
1 Solvent Extraction 7,686 29,194
2 Paper 31,750 33,271
3 Power 11,062 12,531
4 Cement 29,443 34,048
Total 79,941 1,09,044
Note: The board of directors in its meeting held on 30.03.2013 decided
to extend its financial year by three months and hence all the figures
in the annual report for the year ended 2012-13 is for fifteen months
instead of twelve months.
Financial Operations :
During the period under review the company achieved a turnover of Rs.
79,941 Lacs as compared to Rs 1,09,044 Lacs during the previous year
2011-12. The company earned negative profit of Rs. 23,443 Lacs during
the year. The accumulated loss of the company reached to Rs. 39,334
Lacs.
The accumulated losses, i.e. losses incurred during the year plus the
carried forward losses, exceed the net worth of the company and hence
the networh of the company is eroded as on 30th June, 2013. The Company
requires to apply to the BIFR under the provision of Chapter III of
Sick Industrial Companies (Special Provisions) Act, 1985 for
determination whether the Company is a Sick Industrial Company or not.
Hence the board of the directors of the company in its meeting held on
29th August, 2013 has decided to refer to Board for Industrial &
Financial Reconstruction (BIFR).
BIFR after registration will appoint an Operating Agency to examine and
recommend the measures for revival of the Sick Company. The Management
of the Company will take all possible steps for revival of the company.
Dividend
In view of losses, Directors regret their in ability to recommend
dividend for the financial year ended 30th June, 2013.
Subsidiary Company :
The company has four wholly owned subsidiary companies as on June 30,
2013. The names are - (i) Murli Cement Limited; (ii) Murli Cement
(Maharashtra) Limited; (iii) Murli Cement (Rajasthan) Limited; and (iv)
Murli Cement (Karnataka) Limited. The companies are incorporated but
yet to start their operation. The board in its meeting held on May 9,
2013 proposed not to attach the balance sheet of the subsidiary
companies. The company applied to the Ministry of Corporate Affairs for
the general exemption from attaching balance sheet, P&L accounts and
other reports of the subsidiary companies.
Finance :
The Corporate Debt Structuring (CDR) is being implemented vide the CDR
Cell. The Period of scheme was sanctioned for ten years from the cutoff
date i.e. 1st September, 2010. The company on the same applied to the
banks for reworking of the CDR in view of non release of facilities by
bankers during the moratorium period and further deteriorating in the
financials of the company. The decision of the consortium members is
awaited.
Stock Exchange Information
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees have been paid to all the Exchanges. The Stock Exchange,
Kolkata accepted the pending application for delisting of the company
and the company delisted from the Exchange with effect from 13th March,
2013. USD 5.5 Million Foreign Currency Convertible Bond (FCCB) matured
on February 5, 2012. The FCCB of the company delisted from Singapore
Stock Exchange with effect from March 09, 2012.
Registrar & Transfer Agent:
Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound,
L.B.S Marg, Bhandup (West) Mumbai - 400078 is the Registrar and Share
Transfer Agent of the company for the physical and demat shares. The
members are requested to contact the Registrar directly for any of
their requirements.
Corporate Governance Report and Management Discussion and Analysis
Statement
The Auditors, M/S Demble Ramani & Co., have certified the Company''s
compliance of the requirements of Corporate Governance in terms of
Clause 49 of the Listing Agreement. The said Certificate together with
the management discussion and analysis statement is attached with and
forms part of this Report.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors'' Responsibility Statement, itis hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended June 30, 2013, the applicable accounting standards read with
requirements set out under Schedule VI to the CompaniesAct, 1956, have
been followed and there are no material departures from the same;
(2) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at June 30, 2013 and the profit and loss of the
Company for the year ended on that date;
(3) The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(4) The directors have prepared the Annual Accounts of the company on a
Âgoing concern'' basis.
(5) AS 22 of ICAI adopted this year for the preparation of deferred tax
assets and deferred tax liability of the company.
CEO / CFO Certificate:
The Chairman and Managing Director and the Chief Executive Officer of
the Company give annual certification on financial reporting and
internal controls to the Board in terms of Clause 49. The Chairman and
Managing Director and the Chief Executive Officer also give quarterly
certification on financial results while placing the financial results
before the Board in terms of Clause 41 of the Listing Agreement.
Directors
The period of Five years of Shri Nandlal Maloo, Managing Director of
the company will end on 24th September, 2013. The remuneration
committee and the board of directors approved his appointment for next
five years subject to the approval of shareholders in the ensuing AGM
at the existing remuneration. Further Shri Bajranglal Maloo, Shri
Lalchand Maloo, Shri Sunil Kumar Maloo and Shri Yashpal Dhiman, Whole
time directors of the company will also retire at the ensuing Annual
General Meeting, and being eligible, offer themselves for
reappointment. The Remuneration committee and the Board recommend their
reappointment as Directors for next five years subject to their
retirement by rotation subject to approval of the shareholders in the
ensuing AGM at their existing salary.
Chairman
Shri Shobhagmal Maloo, existing non-executive chairman, has resigned
from the post of chairman and director of the company due to health and
his commitment towards social work. The board accepted his resignation
in its meeting held on 9th May, 2013. Further the board appointed him
as a Chairman Emeritus of the company considering his contribution
towards the company. The board of directors of the Company in its
meeting held on 29th August, 2013 appointed Shri Nandlal Maloo as
Chairman of the Company alongwith the Managing Director.
Auditors
M/s. Demble Ramani & Co., Chartered Accountants, statutory Auditor of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting, and is eligible for reappointment. It has shown its
willingness to accept reappointment and has further confirmed its
eligibility under section 224(1B) of the Companies Act 1956 and not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
Cost Auditors
The Central Government has approved the appointment of the M/s Khanuja
Patra & Associates, cost auditors for conducting the Cost Audit for the
Agro Business, Paper Business and Cement Business for the financial
year
2012-13.
Other Information
InterÂpersonnel relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1)(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report
together with particulars of Employees as required under section 217
(2A)(a) of the Companies Act 1956.
Appreciation & Acknowledgment
Directors wish to place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry.
The Board place on record their deep appreciation for the support and
co-operation which your company has been receiving from its suppliers,
distributors, business partners, and other associated with the company
as its trading partner.
Directors also take this opportunity to thank all investors, clients,
Vendors, Financial Institutions, Banks, Government & Semi-Government
authorities and stock exchanges for their continued support.
For and on behalf of the Board
of Directors
For Murli Industries Limited
Sd/-
Nandlal Maloo
Chairman & Managing Director
Place: Nagpur
Date:14th November, 2013
Mar 31, 2012
The company's Directors are pleased to present the 21st Annual Report
of the Company along with the audited accounts for the financial year
ended 31st March, 2012.
1.1 Financial Results
The financial performance of the company for the year ended March 31,
2012 is summarised below :
(Rs. in Lacs)
Sr.No. Particulars Financial Year Financial Year
2011 - 2012 2010 - 2011
1 Sales 109,044 73,634
2 Profit Before Depreciation
and Amortisation (10,123) 831
Expenses,
Finance Cost and Tax Expenses
Less: Finance Cost 12,705 13,812
Depreciation And
Amortisation Expenses 6,673 6,399
Profit Before tax (29,501) (19,380)
Less : Current Tax
(Earlier Years) 377 320
Add: Deferred Tax (Assets) 13,820 -
Profit for the Year (16,058) (19,700)
Less: Prior Period Item - 973
Add: Balance in Profit &
Loss Account 167 21,092
TOTAL (15,891) 418
Less: Appropriation :
Proposed Dividend on
Equity Shares 0.00 236
Tax on Dividend 0.00 15
Closing Balance (15,891) 167
1.2 Segmentwise Turnover (Rs. in Lacs)
Sr.
No. Particulars Financial Year 2011-12 Financial Year 2010-11
(Sales) (Sales)
1 Solvent Extraction 29,194 27,413
2 Paper 33,271 28,082
3 Power 12,531 7,350
4 Cement 34,048 10,789
Total 1,09,044 73,634
Results of Operations
The financial year 2011Ã12 was a rollercoaster year for the business
houses. The global economy is still in the way of recovery after the
recession. The GDP of India also slowdown due to uncertainty in the
global market and also it was fuelled by the turmoil in the financial
crunch of the Europe Countries and downgraded in the credit rating of
the USA. Also there were political instability in different countries
of Asia and natural disaster in Japan affected the export of products
and supply of the raw materials required for the production of the
company. The corporate sector of India badly affected during the period
in concern. Your company was also not untouched by all this events
though the company performed as per the expectation and achieved new
height.
Company achieved a turnover of Rs 109,044 Lacs during the period under
review, first time in the history of the company, as compared to Rs
73,634 Lacs during the previous year. This is a growth of Rs 35,410
Lacs over the last year's turnover i.e. 48.09%. The Net loss is Rs
29,501 Lacs during the tenure 2011-12 as compared to the Net loss of Rs
19,700 Lacs in the previous year 2010-11. The total Profit of the
company is negative in this year which is mainly due to higher
depreciation and the loss suffered by mainly Cement Unit of the
company.
Dividend
The Board of Directors at their meeting held on 31st August, 2012 after
discussion it was held that the company suffered through losses during
the period in discussion and is suffering through cash liquidity crisis
due to instability of the Cement Unit and the burden of high rate of
interest, hence it is recommended not to distribute any dividend for
the year ended March 31, 2012.
Transfer to Reserves
The company decided not to transfer any amount to general reserve this
year due to insufficient profit for the period ended 31st March, 2012.
Corporate Debt Restructuring
Secured debt is restructured under CDR Mechanism. The date is primarily
restructured for a period of 8 years with cooling period of 2 years
from the cut-off date.
Corporate Governance Report and Management Discussion and Analysis
Statement
The Auditor, M/s. Demble Ramani & Co., has certified the Company's
compliance of the requirements of Corporate Governance in terms of
Clause 49 of the Listing Agreement. The said Certificate together with
the management discussion and analysis statement is attached with and
forms part of this Report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended 31st March 2012, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
(2) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and the profit and loss of the
Company for the year ended on that date;
(3) The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(4) The directors have prepared the Annual Accounts of the company on a
Ãgoing concern' basis; and
(5) AS 22 of ICAI adopted this year for the preparation of deferred tax
assets and deferred tax liability of the company.
Directors
Shri Bajranglal Maloo, Shri Yashpal Dhiman, Shri Rajinder Paul Gupta
and Shri Bhargavaram P. Ganu retire at the ensuing Annual General
Meeting, and being eligible offer themselves for reappointment. The
Board recommends their reappointment as Directors subject to their
retirement by rotation. Shri Alok Srivastava was appointed as an
additional director during the year in operation. The office of this
director will vacate in the ensuing general meeting. The board
recommended re-appointing of Shri Alok Srivastava as independent
director of the company. Shri Alok Srivastava has been appointed by
the company as per the provision of Clause 49 of the listing agreement
of the Stock Exchanges and will not be responsible for the day to day
work of the company.
Auditors and Auditors' Report
M/s. Demble Ramani & Co., Chartered Accountants, statutory Auditor of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting, and is eligible for reappointment. It has shown its
willingness to accept reappointment and has further confirmed its
eligibility under section 224(1B) of the Companies Act, 1956 and not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
The Notes on Financial Statement referred to in the Auditor's Report
are self explanatory and do not call for any further comments.
Cost Auditors
The Central Government has approved the appointment of M/s Khanuja
Patra & Associates, Cost Auditors for conducting the Cost Audit for the
Paper Business and Cement Business for the financial year 2011-12.
Stock Exchange Information
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees have been paid to all the Exchanges. The application for
the delisting of the company from the Calcutta Stock Exchange is still
pending. The Foreign Currency Convertible bond (FCCB) of USD 5.5
Million of FCCB is listed on the Singapore Stock Exchange.
Other Information
InterÃpersonnel relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1)(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report
together with particulars of Employees as required under section 217
(2A)(a) of the Companies Act, 1956.
Secretarial Audit Report
As a measure of good corporate governance practice, the Board of
Directors of the Company appointed M/s R.A. Daga & Co., Company
Secretary, to conduct Secretarial Audit. The Secretarial Audit Report
for the financial year ended March 31, 2012 is provided in the Annual
Report.
The Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956,
Securities Contracts (Regulation) Act, 1956, SEBI Act, Listing
Agreement with the Stock Exchanges and other rules & regulations
applicable for the time being in force.
Appreciation & Acknowledgment
Directors wish to place on record their deep appreciation to employees
at all levels for their hard work, The Board place on record their deep
appreciation for the support and co-operation which your company has
been receiving from its suppliers, distributors, business partners and
other associated with the company as its trading partner.
Directors also take this opportunity to thank all Investors, Clients,
Vendors, Financial Institutions, Banks, Government & Semi-Government
authorities and Stock Exchanges for their continued support.
Thanking you, Yours truly,
Nandlal Maloo,
Managing Director
Mar 31, 2011
To the Members,
The Company's Directors are pleased to present the 20th Annual Report
of the Company along with the audited accounts for the twelfth month
period ended 31st March, 2011.
1.1 Financial Highlights
( Rs. in Lacs)
Sr.No. Particulars Financial Year Financial Year
2010 - 2011 2009 - 2010
1 Sales 73,634 57,168
2 Profit Before Interest and Depreciation 831 13,236
3 Interest 13,812 4,126
4 Profit Before Depreciation (12,981) 9,110
5 Depreciation 6,399 4,668
6 Profit Before Tax (19,381) 4,442
7 Provision for Tax 320 680
8 Profit After Tax (19,700) 3,761
9 Profit Brought forward from Previous Years 21,092 17,947
10 #Surplus available for Appropriation 418 21,708
11 *Dividend and tax thereon 251 205
12 Transfer to General Reserve 0 376
13 Surplus carried forward to Balance Sheet 185 21,092
*The figure is related to previous year.
# Net off by prior period item of Rs. 973 Lacs.
1.2 Segment wise Turnover ( Rs. in Lacs)
Sr.No. Particulars Financial Year Financial Year
2010 - 2011 (Sales) 2009 - 2010 (Sales)
1 Solvent Extraction 27,413 27,692
2 Paper 28,082 20,146
3 Power 7,350 7,919
4 Cement 10,789 1,411
Total 73,634 57,168
1.3 Summarised Profit & Loss Account
( Rs. in Lacs)
Sr.No. Particulars Financial Year Financial Year
2010 - 2011 2009 - 2010
1 Sales 73,634 57,168
2 Other Operational Income 93 699
3 Total 73,727 57,867
4 Operating costs and Expenses 72,896 44,631
5 PBDIT 831 13,236
6 Depreciation 6,399 4,668
7 PBIT (5,568) 8,568
8 Interest 13,812 4,126
9 PBT (19,380) 4,442
10 Taxation 320 680
11 PAT (before exceptional items) (19,700) 3,761
12 Exceptional Items (net of tax) 0.00 0.00
13 Net Profit (19,700) 3,761
14 *Basic EPS (Rs.) (33.38) 7.00
* EPS calculated on the basis of Rs. 2/- per share
Operations
The Company achieved a turnover of Rs. 73,634 Lacs during the period
under review, as compared to Rs. 57,168 Lacs during the previous year.
Which is a growth of Rs. 16,466 lacs over the last year's turnover i.e.
28.80%. The loss after tax is Rs. 197.00 Lacs during the tenure in
comparison to the profit after tax of Rs. 3,761 Lacs in the previous
year. The total Profit of the company is negative in this year which is
mainly due to higher depreciation and the loss suffered by the Cement
Unit of the company.
Dividend
The Board of director at their meeting held on 12/09/2011 after
discussion it was held that the company is suffering the cash liquidity
crisis due to instability of the Cement Unit and the burden of high
rate of interest hence it is recommended not to distribute dividend for
the year ended March 31, 2011.
Transfer to Reserves
The company decided not to transfer any amount to general reserve this
year due to insufficient profit for the period ended 31st March, 2011.
Corporate Governance Report, Management Discussion & Analysis Statement
The Auditor, M/S Demble Ramani & Co., has certified the Company's
compliance of the requirements of Corporate Governance in terms of
Clause 49 of the Listing Agreement. The said Certificate together with
the management discussion and analysis statement is attached with and
forms part of this Report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended 31st March 2011, the applicable accounting standards have been
followed.
(2) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 the profit and loss
of the Company for the year under review.
(3) The directors have taken proper and sufficient care of the
maintenance of adequate accounting records with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(4) The directors have prepared the Annual Accounts on a going concern
basis.
Directors
Shri Shobhagmal Maloo, Shri Lalchand Maloo and Shri Sunil Kumar Maloo
retire at the ensuing Annual General Meeting, and being eligible offer
themselves for reappointment. The Board recommends their reappointment
as Directors subject to their retirement by rotation. Dr. Vinayak P
Thergaonkar, Shri Avinahs P. Mardikar, and Shri Subhash A Rode, were
appointed as an additional directors during the year in operation. The
office of these directors will vacate in the ensuing general meeting.
The board recommended re-appointing these directors as independent
directors of the company. These directors have been appointing by the
company as per the provision of Clause 49 of the listing agreement of
the company and will not be responsible for the day to day work of the
company.
Auditors
M/s. Demble Ramani & Co., Chartered Accountants, who is the statutory
Auditor of the Company, will retire at the conclusion of the ensuing
Annual General Meeting, and is eligible for reappointment. It has shown
its willingness to accept reappointment and has further confirmed its
eligibility under section 224(1B) of the Companies Act 1956.
Stock Exchange Information
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees have been paid to all the Exchanges. The application for
the delisting of the company from the Calcutta Stock Exchange is still
pending. The Foreign Currency Convertible Bond (FCCB) of USD 5.5
Million is listed on the Singapore Stock Exchange.
Other Information
Inter-personnel relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1)(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report
together with particulars of Employees as required under section 217
(2A)(a) of the Companies Act 1956.
Appreciation & Acknowledgement
Directors wish to place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry.
The Board place on record their deep appreciation for the support and
co-operation which your company has been receiving from its suppliers,
distributors, business partners, and other associated with the company
as its trading partner.
Directors also take this opportunity to thank all investors, clients,
Vendors, Financial Institutions, Banks, Government & Semi-Government
authorities and stock exchanges for their continued support.
For and on Behalf of Board of Directors
of Murali Industries Limited
Nandlal Maloo Bajaranglal Maloo
Mangaing Directoir Director
Date: 12 Sep 2011
Place: Nagpur.
Mar 31, 2010
The Companys Directors are pleased to present the 19th Annual Report
of the Company along with the audited accounts for the year ended 31 st
March, 2010.
Financial Highlights Rs. in Lacs
Sr.No. Particulars Financial Year Financial Year
1 Sales 57,168 52,022
2 Profit Before Interest and
Depreciation 13,236 10,187
3 Interest 4,126 2,149
4 Profit Before Depreciation 9,110 8,038
5 Depreciation 4,668 2,805
6 Profit Before Tax 4,442 5,232
7 Provision for Tax 680 638
8 Profit After Tax 3,761 4,595
9 Profit Brought forward from Previous
Years 17,947 14,051
10 Surplus available for Appropriation 21,708 18,646
11 Proposed dividend and tax thereon 240 240
12 Transfer to General Reserve 376 459
13 Surplus carried forward to
Balance Sheet 21,092 17,947
Segmentwise Turnover (Rs.in Lacs)
Sr.No. Particulars Financial Year Financial Year
1 Solvent Extraction 27,692 26,917
2 Paper 20,146 19,680
3 Power 7,919 5,425
4 Cement 1,411 -
Total 57,168 52,022
Summarised Profit ft Loss Account (Rs. in Lacs)
Sr.No. Particulars Financial Year Financial Year
1 Net Sales 57,168 52,022
2 Other Operational Income 699 82
3 Total 57,867 52,103
4 Operating costs and Expenses 44,631 41,916
5 PBDIT 13,236 10,187
6 Depreciation 4,668 2,805
7 PBIT 8,568 7,382
8 Interest 4,126 2,149
9 PBT 4,442 5,232
10 Taxation 680 638
11 PAT (before exceptional items) 3,761 4,595
12 Exceptional Items (net of tax) 0.00 0.00
13 Net Profit 3,761 4,595
14 *BasicEPS (Rs.) *7.00 *8.97
* EPS calculated on the basis of Rs.2I- per share
Operations
Your Company achieved a turnover ofRs.57,168 Lacs during the period
under review as compared toRs.52,022 Lacs during the Previous Year
which is a growth of 10% over the last years turnover i.e.Rs.5,146
Lacs. The Profit After Tax (PAT) isRs.3,761 Lacs againstRs.4,595 Lacs
in the Previous Year. The profit was slightly less than the profit of
Previous Year i.e.Rs.862 Lacs which is mainly due to higher
depreciation. The cash accrual i.e. Rs.8,429 Lacs, which is an
increment of Rs.1 ,029 Lacs over PreviousYears 7,400 Lacs.
Dividend
The Board of Directors at their meeting held on 02/09/2010 recommended
a final dividend @ 20% i.e.Rs.0.40/- per share on equity shares of face
value of Rs. 2I- for the year ended March 31,2010, subject to the
approval of the shareholders at the Annual General Meeting. Final
dividend, approved by the shareholders, will be paid on or after 4th
October, 2010.
The final dividend, subject to the approval at the AGM on 29th
September, 2010, will be paid to the shareholders whose name appear on
the Register of Members with reference to book closure from 25th
September, 2010 to 29th September 2010 (inclusive of both dates).
The dividend for the period will absorb Rs. 251 Lacs including
Dividend Distribution Tax of
Rs. 36.51 Lacs.
Transfer to Reserves
The Company has proposed to transferRs. 376.13 Lacs amount to the
General Reserve out of the amount available for appropriations.
Corporate Governance Report and Management Discussion and Analysis
Statement
The Auditors, M/S Demble Ramani & Co., have certified the Companys
compliance of the requirements of Corporate Governance in terms of
Clause 49 of the Listing Agreement. The said Certificate together with
the Management discussion and Analysis statement is attached and forms
part of this Report.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors Responsibility Statement, it is hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended 31st March 2010, the applicable Accounting Standards have been
followed.
(2) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were 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 the profit and loss
of the Company for the year under review.
(3) The Directors have taken proper and sufficient care of the
maintenance of adequate accounting records with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(4) The Directors have prepared the Annual Accounts on a going concern
basis.
Directors
Shri Bajranglal Maloo, Shri R. P. Gupta and Shri B. P. Ganu retire at
the ensuing Annual General Meeting, and being eligible offer themselves
for reappointment. The Board recommends their reappointment as
Directors subject to their retirement by rotation.
Auditors
M/s. Demble Ramani & Co., Chartered Accountants, who are the Statutory
Auditors of the Company, will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment. It has shown
its willingness to accept reappointment and have further confirmed its
eligibility under section 224(1 B) of the Companies Act 1956.
Stock Exchange Information
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees have been paid to all the Exchanges. The application for
the delisting of the company from the Calcutta Stock Exchange is still
pending. The Foreign Currency Convertible Bond (FCCB) of USD 5.5
Million of FCCB is listed on the Singapore Stock Exchange.
Other Information
Inter-personal relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1 )(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report.
Appreciation a Acknowledgment
The Directors of the Company wish to place on record their deep
appreciation to employees at all levels for their hard work, dedication
and commitment. The enthusiasm and unstinting efforts of the employees
have enabled the Company to remain at the forefront of the industry.
The Board place on record their deep appreciation for the support and
co-operation which your Company has been receiving from its suppliers,
distributors, business partners and all others associated with the
Company as its trading partner.
The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Financial Institutions, Banks, Registrars & Transfer
Agents, Government & Semi-Government Authorities, Depositories and
Stock Exchanges for their continued support.
By Order of the Board of Directors
Regd Off: For Murli Industries Limited
101, Jai Bhavani Society, Sd/
Wardhman Nagar, Tarun K Sing
Nagpur 440008 Company Secreatary