Home  »  Company  »  Nagpur Power  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Nagpur Power & Industries Ltd.

Mar 31, 2013

To, The Members,

The Directors presents the Sixteenth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended March 31, 2013.

Financial Highlights

The performance of your Company for the year under review is summarized below:

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

Sales & Other Income (Net of Excise Duty) 847.77 455.60

Profit/(Loss) before Interest, Depreciation & Tax 21.00

Less: Interest 1.29

Profit before Depreciation & Tax 19.71

Less: Depreciation 29.84

Profit/ (Loss) before Taxation 431.69 (10.13) Less: Provision for Current Tax / (MAT) 90.00

Deferred Tax and adjustments prior year - 16.81

Less MAT Credit Entitlement (90.00)

Profit/(Loss) after tax for the year 431.69 (26.94)

Profit/ (Loss) after tax for the year 431.69 (26.94)

Dividend

In order to conserve resources and augment funds for future developmental activities, your directors do not recommend any dividend.

Directors

Mr. Mohandas Shenoy Adige, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends to the Members his appointment as a Director.

Mr. Ajit Suresh Parundekar was appointed as an Additional Director (Non-Executive) w.e.f. May 16, 2013. Being an Additional Director, Mr. Ajit Suresh Parundekar retires at the forthcoming Annual General Meeting.

Subsidiary Company and Consolidated Statements

The Company has one subsidiary i.e ''The Motwane Manufacturing Company Private Limited'' (MMCPL). During the year, revenue of the MMCPL has marginally decreased to Rs. 1,499 Lakhs from 1,681 Lakhs in previous year and the company has incurred a loss of Rs. 332.71 Lakhs (Previous year - Net profit of Rs. 9 Lakhs).

In India, the power projects & DISCOM reforms has been stalled and the industrial sector has degrown throughout the year and is under stress. This has led to reduced revenue generation and pressure in the MMCPL''s performance. The R&D efforts continue but the domestic market being challenging, the company is expl oring its potential in the export market for the company''s products. We have invested and expanded our manufacturing capacity which will be utilized as the economy enviornment improves.

The Ministry of Corporate Affairs, vide General Circular No.2/2011 dated 8th February 2011 has granted general exemption to the Holding Company under Section 212 of the Companies Act, 1956 from attaching to its Annual Report, the accounts of its subsidiaries. On the basis of said Circular, the Company has obtained the approval of the Board of Directors for not attaching the accounts of its subsidiary. However, the accounts of the subsidiary are accounted for in the consolidated accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to the Members of the Company as well as Members of subsidiary company who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary company. Hard copy of details of accounts of subsidiary shall be made available to the Members on demand.

Auditors

M/s. M. V. Ghelani& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed as Statutory Auditors for the Financial Year 2013-14.

The observations made in the Auditor''s Report are self-explanatory and do not call for any further comments. The company has appointed consultant metallurgist to identify, test and advice ascertaining the balance of slag that can be used for recovery.

Employees

Relations between the employees and the management remained cordial during the year under review. The Company has no employees of the specified categories under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below:

(A) Conservation of Energy:

The Company continues to take appropriate measures with regard to conservation of energy: Total Energy consumption and energy consumption per unit of production is as follows:

(B) technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year under review, the foreign Exchange outgo was Rs 6.71 lakhs (Previous year - Rs 11.19 lakhs). The foreign exchange earning was Nil (Previous year - Nil).

Directors''Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2013 and of the profit / loss of the Company for that year;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate of Statutory Auditors on the Compliance is given as an Annexure to this Report.

Acknowledgements

Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from Shareholders, various Government departments, Company''s Bankers and all the employees during the year under review.

By order of the Board of Directors

Place: Mumbai Gautam Khandelwal

Date: August 13, 2013 Chairman


Mar 31, 2012

The Directors presents the Sixteenth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended March 31, 2012.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Sales & Other Income (Net of Excise Duty) 455.60 1146.39

Profit/(Loss) before Interest, Depreciation & Tax 21.00 713.68

Less: Interest 1.29 2.64

Profit before Depreciation 19.71 711.04

Less: Depreciation 29.84 30.83

Profit / (Loss) before Taxation (10.13) 680.21

Less Provision for Current Tax - 242.00

- Deferred Tax and adjustments prior year 16.81 (0.76)

Profit/(Loss) after tax for the year (26.94) 438.97

Dividend

In order to conserve resources and augment funds for future developmental activities, your directors do not recommend any dividend.

Directors

Mr. Girish Bakre, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends to the Members his appointment as a Director.

Subsidiary Company and Consolidated Statements

The Company has one subsidiary i.e The Motwane Manufacturing Company Private Limited' (MMCPL). During the year, revenue of the MMCPL has marginally increased to Rs. 1681 Lakhs from Rs. 1411 Lakhs and the MMCPL has incurred a Net profit of Rs. 9 Lakhs (Last Year - Net Loss Rs. (33) Lacs). Motwane is an R &D based company and has an ambitious plan to develop various high technology test and Measurement products which would have applicability in the domestic and international markets.

The products of the company essentially help test, manage and maintain electrical systems in a better way. In a difficult environment where energy costs are rising and environmental issues are a concern, the need to get more out of the existing grid and better management of electrical systems, place MMCPL in a growing market. The Government has initiated various actions to improve the working of the distribution utilities as well as incentives for better energy utilization. The progress of these initiatives will benefit the company.

MMCPL's R&D efforts have begun to start yielding results arid the company has launched the first of its new products in the industrial grade multimeter segment towards the end of the year. The company has also launched products in Diagnostic insulation at par with the best in the world. We anticipate the pace of new launches will be more rapid in the coming year. The company will continue to emphasize its position as a leader in research and development.

The Motwane Brand is known for its quality, reliability, robustness and therefore is well respected in the utility, Industry and Contracting markets. The new products are technologically advanced and will enhance the brand value. In addition, MMCPL has also enhanced its manufacturing capability through capital expenditure in fixed assets, set up a new manufacturing engineering department for taking care of improved quality, processes, and optimization in the productivity for timely customer delivery. These new products across categories will also enable it to cater customers needs better and help expand its customer and distribution footprint, and de-risk the business by having a wider base of customers.

The Ministry of Corporate Affairs, vide General Circular No.2/2011 dated 8th February 2011 has granted general exemption to the Holding Company under Section 212 of the Companies Act, 1956 from attaching to its Annual Report, the accounts of its subsidiaries. On the basis of said Circular, the Company has obtained the approval of the Board of Directors for not attaching the accounts of its- subsidiary. However, the accounts of the subsidiary are accounted for in the consolidated accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to the Members of the Company as well as Members of subsidiary company who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary company. Hard copy of details of accounts of subsidiary shall be made available to the Members on demand.

Auditors

M/s. M. V. Ghelani& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed as Statutory Auditors for the Financial Year 2012-13.

The observations made in the Auditor's Report are self-explanatory and do not call for any further comments.

Employees

Relations between the employees and the management remained cordial during the year under review. The Company has no employees of the specified categories under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below:

(A) Conservation of Energy:

The Company continues to take appropriate measures with regard to conservation of energy:

Total Energy consumption and energy consumption per unit of production is as follows:

Particulars Financial Year Financial Year 2011-12 2010-11

Electricity purchased:-

Units (KWH)- 215,050 241,200

Total Amount (Rs in lakhs)- 22.75 21.21

Rate/KWH (Rs.) 10.58 8.79

Consumption per unit of Production:

Ferro Manganese Slag (Low MnO)

- Units in KWH 51.20 3.98

(B) Technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year under review, the foreign Exchange outgo was Rs 11.19 lakhs (Previous year - Rs 8.62 lakhs). The foreign exchange earning was Nil (Previous year - Nil).

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit / loss of the Company for that year;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate of Statutory Auditors on the Compliance is given as an Annexure to this Report.

Acknowledgements

Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from Shareholders, various Government departments, Company's Bankers and all the employees during the year under review.

By order of the Board of Directors

Place: Mumbai Nidhi Salampuria

Date: May 28, 2012 Company Secretary


Mar 31, 2000

The Directors have pleasure in submitting their Report for the period ended 31st March, 2000.

FINANCIAL RESULTS

(Rs. In Lakhs)

For the For the period ended period ended 31-03-2000 30-09-1999 (6 Months) (18 Months)

Sales and Other Income 291.86 7,917.33

Profit before Interest, Depreciation, Extraordinary item & Tax (130.04) (595.51)

Less: Interest 52.89 367.87

Profit before Depreciation, Extraordinary items & Tax (182.93) (963.38) Less: Depreciation 52.27 101.37

Profit before extraordinary items & Tax (235.20) (1064.75)

Less: Prior Period adjustment & Extraordinary Items (21.61) 652.58

Profit/(Loss) before tax (256.81) (412.17)

Add : Interest Capitalised on Metal Recovery Project under Construction 17.07 14.01

Less: Provision for Taxation NIL NIL

Profit/(Loss) after Taxation (239.74) (398.16)

Balance brought forward from last year - (0.05)

Balance transferred to Balance Sheet (239.74) (398.21)

DIVIDEND

In view of the operating loss suffered by the Company during the period under report, your Directors have decided not to declare any dividend for the six months period ended 31st March, 2000.

OPERATIONS

The Companys product range includes Manganese Alloys namely, (a) Ferro Manganese (High Carbon and Medium Carbon) and (b) Silico Manganese.

The Companys Products have been well accepted by the consumers and has a track record of

maintaining its excellent quality and timely deliveries while catering to both domestic and export markets.

During the period under review, the Company has achieved a total income of Rs. 291.86 lakhs as against Rs. 7917.33 lakhs in the previous period ended 30th September, 1999 (18 months). During the period under review, the company has posted net loss of Rs. 239.74 lakhs.

As the members are aware that the overall recessionary trend continued in domestic & export market throughout the period, in the industry & our Company was no exception to it. The period under review, has been a difficult one for the steel and consequently for Ferro Alloy Industry. Due to withdrawal of concessional NTPC Power for exports and increase in power tariff by the Govt. of Maharashtra company was forced, to curtail its operations by closing down the furnaces.

SLAG METAL RECOVERY PROJECT

The Companys project for recovery of metals from the slag is already commissioned and operative progressively from Mid - December, 1999.

DIRECTORS

Shri Gautam P. Khandelwal has expressed his desire to continue as Managing Director, only upto 31 st August, 2000. The board of Directors has taken on record appreciation of his valuable services to the Company as Managing Director of the Company. Shri Gautam P. Khandelwal will, however, continue as Director on the Board of the Company. He retires by rotation at the ensuing annual General Meeting and being eligible, has offered himself for re- appointment.

It is proposed to appoint Mr. S. B. Agrawal, as Managing Director of the Company w.e.f. 1st September, 2000, for the period of five years.

AUDITORS AND THEIR OBSERVATIONS

M/s. S. B. Billimoria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and Mr. S. J. Merchant, Partner of M/s. S. B. Billimoria

& Co. Chartered Accountants, who attends to the audit of our Company will be retiring from the said firm w.e.f. 31st March, 2001. As he is not likely to be replaced by a new partner, immediately and since their proposed appointment will not be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956, M/s. S. B. Billimoria & Co., has furnished their No Objection for appointment of new firm as auditors of your company.

In view thereof, the Company out of abundant caution has received a notice from a member proposing to appoint M/s. R. S. Kothari & Co., Chartered Accountants as auditors of the Company at the ensuing Annual General Meeting.

M/s. R. S. Kothari & Co., Chartered Accountants have confirmed that if appointed, their appointment will be in accordance with the provisions of Com- panies act, 1956. Accordingly, it is proposed to appoint M/s. R. S. Kothari & Co., Chartered Accountants, as Auditors of the Company.

The observation of the Auditors read with relevant notes to the accounts and part of this report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

Y2K COMPLIANCE

The Company has passed the Y2K transition without any disruption. All systems are functioning in a normal manner.

INDUSTRIAL RELATIONS

Industrial Relations between the management and employees continued to be satisfactory during the period under review.

PUBLIC DEPOSIT

During the period the Company has not accepted any Deposit within the meaning of Section 58 - A of the Companies Act, 1956 and the rules made thereunder.

LISTING OF SHARES

Companys application to Mumbai Stock Exchange for Listing of its Equity Shares has been approved

by the Mumbai Stock Exchange & Securities and Exchange of India (SEBI) and the Company has also paid Annual Listing Fee and Initial Listing Fee. The necessary Agreement for Listing of Shares has alreay been executed in favour of the Stock Exchange, Mumbai & the shares are likely to be listed on the Exchange shortly.

PARTICULARS OF EMPLOYEES

Your Board of Directors would like to take this opportunity to acknowledge the co-operative and constructive work of executive, staff and workers at all levels. Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Compa- nies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the Six months ended 31st March, 2000, is annexed hereto.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1)(c) 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 the Annuexure - I to this Report.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to express their appreciation for the assistance and co- operation received from various departments of the Central and State Government, Financial Institution, SICOM and the Bankers.

Your Board of Directors also thanks all the employ- ees of the Company for their valuable service and support during the period.

For and on behalf of the Board

Gautam P. Khandelwal Managing Director

S. B. Agrawal Director

Place : Mumbai, Date : 28th July, 2000

 
Subscribe now to get personal finance updates in your inbox!