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Directors Report of Nile Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 30th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2014, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. In lakhs)

Particulars 2013-14 2012-13

Net Sales 27,818.45 27,063.41

Other Income 168.46 72.21

Profit before interest and depreciation 1,792.25 1,616.42

Less: Interest 629.83 595.76

Depreciation 323.30 323.08

Profit before exceptional & extraordinary items and tax 839.12 697.58

Exceptional & Extraordinary Item (Net of tax):

Profit on sale of Glass Lining Division - 1,468.15

Profit before Tax 839.12 2,165.73

Profit after Tax 521.07 1,979.42

Add: Opening balance in Statement of Profit & Loss 3,731.88 1,972.25

Amount available for appropriation 4,252.95 3,951.67

Appropriations:

Transfer to General Reserve 53.00 150.00

Proposed Dividend on equity shares 90.06 60.04

Income Tax on proposed Dividend 15.31 9.74

Surplus carried to Balance Sheet 4,094.58 3,731.88

Dividend:

Your Directors have pleasure in recommending a dividend of Rs. 3.00 per share for the Financial Year 2013-14.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 27,721 lakhs as against Rs. 25,987 lakhs in the previous year.

Windmills:

The entire energy of around 28 lakhs units generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 97 lakhs as against Rs. 45 lakhs in the previous year. The current year''s revenue includes an amount of Rs. 4 lakhs towards arrears for the short payments made earlier during Financial Year 2012-13.

Total:

The combined turnover of the Company, thus, was Rs. 27,818 lakhs for the year under review, as against Rs. 27,063 lakhs (including turnover of Rs. 1,031 lakhs from the discontinued operations) for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report.

Information as required under 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:

A. Conservation of Energy:

(i) Your Company continues to explore all possible avenues to reduce energy consumption. We have installed variable frequency drives for the induced draft fans being used in the pollution control equipment of our smelting process, resulting in an over 30% savings in power consumption. We are also exploring the possibility of using natural lighting options such as ''skyshade'' and solar lighting for our factory.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form ''A'' are not required to be furnished.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned.

(Rs. in Lakhs)

Particulars 2013-14 2012-13

a) Foreign Exchange earnings on exports. 822.20 529.21

b) Foreign Exchange used on account of:

i) Foreign Travel 3.37 -

ii) C|F value of imports of raw material & others 13,980.20 9,861.09

iii) Dividend for 2012-13/2011-121 1.65 1.65

Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri Sandeep Ramesh will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri V. Ramesh as Managing Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri Sandeep Ramesh as Executive Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

Ministry of Corporate Affairs vide its General Circular No.14/2014, dated 9th June, 2014, has clarified that it would be necessary that if it is intented to appoint existing Independent Directors under the Companies Act, 2013, such appointment shall be made expressly under Section 149(10)/(11) read with Schedule IV of the Companies Act, 2013 within one year from 1st April, 2014. Therefore, upon a notice in writing from a member under Section 160 of the Companies Act, 2013, along with requisite deposits, your Board on the recommendations of the Nomination and Remuneration Committee, proposes for the appointment of Sri S. V. Narasimha Rao, Sri V. Ashok and Sri Satish Malladi as Independent Directors at the ensuing Annual General Meeting. The respective appointments have been proposed for a fixed tenure of five years having regard to the transitory provisions for the continuance of existing Independent Directors.

The company has received requisite notice in writing along with requisite deposits from a member of the company proposing the candidature of Sri Sridar Swamy and Sri Suketu Shah as Independent Directors of the company for a tenure of five years.

The company has received requisite notice in writing along with requisite deposit from a member of the company proposing the candidature of Smt. Vuyyuru Rajeswari as Director of the company.

Deposits:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2014 amount to Rs. 661 lakhs, which include Rs. 476 lakhs from related parties. Your Company is in the process of paying back all the fixed deposits, as they mature, during the course of the year, and does not plan to accept any new fixed deposits.

Auditors:

Statutory Auditor: Your Company''s auditors M/s. Sarathy & Balu, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and have expressed their inability to accept re-appointment. On the recommendations of the Audit Committee, the Board has proposed to appoint M/s. JVSL & Associates, Chartered Accountants, who have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013, as the statutory auditors, at the ensuing Annual General Meeting.

Cost Auditor:

On the recommendation of the Audit Committee, the Board of your company has appointed M/s. Kapardhi & Associates, Cost Accountants, as Cost Auditor for the Financial Year 2014-15.

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

Transfer of unclaimed and unpaid dividend to IEP Fund: Pursuant to Section 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 1,15,803/- in the unclaimed and unpaid Final dividend for 2005-06 and Rs. 68,764/- in the unclaimed and unpaid interim dividend for 2006-07 were transferred to the Investor Education and Protection Fund during the year. Disclosure as per listing agreement:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on Cash Flow Statements (AS-3), which forms part of Financial Statements, is appended to this Report.

Clause 43A:

Your Company''s shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2014-15 has been paid.

Directors'' Responsibility Statement:

Your Directors, in terms of Section 217(2AA) of the Companies Act, 1956, confirm:

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

(ii) that the directors had 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 and of the profit of the company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For Board of Directors

V. Ramesh Place : Hyderabad Chairman and Managing Director Date : 9th August, 2014 DIN: 00296642


Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the 29th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2013, together with the Auditors'' Report thereon.

Financial Results:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2012-13 2011-12

Net Sales 27063.40 32181.30

Other Income 72.22 156.89

Profit before interest and depreciation 1616.42 1934.64

Less: Interes 595.77 900.00

Depreciation 323.08 215.01

Profit before exceptional & extraordinary 697.57 819.63

items and tax Exceptional & Extraordinary Item

(Net of tax) – Profit on sale of GLD

Profit before Tax 2165.72 819.63

Profit after Tax 1979.42 566.74

Add: Opening balance in Statement of 1972.25 1518.28

Profit & Loss Amount available for appropriation 3951.67 2085.03

Appropriations:

Transfer to General Reserve 150.00 43.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.74

Surplus/(Deficit) carried to Balance 3731.89 1972.25 Sheet

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs.2.00 per share for the year 2012-13.

OPERATIONS:

Operations of the Company''s three divisions for the year under review were as follows:

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.25,987 lakhs as against Rs.27,448 lakhs in the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.45 lakhs as against Rs.88 lakhs in the previous year. As per the interim order passed by Andhra Pradesh Electricity Regulatory Commission (APERC), the company is receiving Rs.1.69 per unit instead of Rs.3.37 per unit. However, the Company has filed an appeal before the Appellate Tribunal for Electricity (APTEL) against the order passed by the APERC.

GLASS LINING :

This year, the Glass Lining division recorded sales of Rs.1,031 lakhs till 21st June, 2012, the date of transfer of the business to De Dietrich Process Systems India Private Limited.

TOTAL:

The combined turnover of the Company, thus, was Rs.27,063 lakhs for the year under review, as against Rs.32,181 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In lakhs)

Particulars 2012-13 2011-12

a) Foreign Exchange earnings on exports 529.21 1141.83

b) Foreign Exchange used on account of:

i) Foreign Travel

ii) CIF value of imports of raw material & others 98.61 11209.67

Iii) Commission on Sales

iv) Dividend for 2011-12 / 2010-11 1.65 1.65

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2013 amount to Rs.482.00 lakhs, which includes Rs.422.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: Subject to the approval of the Central Government, your company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, who has signified his willingness to accept the appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2013-14, as required under the Companies (Cost Audit Report) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs.62,367/- in the unclaimed and unpaid final dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2013-14 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had 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 for the financial year ending 31st March, 2013, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-

Place: Hyderabad V. Ramesh

Date: 11-05-2013 Chairman and Managing Director


Mar 31, 2012

The Directors take pleasure in presenting the 28th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2011-12 2010-11

Net Sales 32,181.30 29,933.47

Other Income 156.89 154.35

Profit before interest and depreciation and prior period adjustments 1,934.64 1,981.32

Less: Interest 900.00 768.90

Depreciation 215.01 198.32

Profit Before Tax and prior period adjustments 819.63 1,014.10

- Prior Period Adjustments 12.56 2.84

Profit Before Tax 832.19 1,016.94

Less: Provision for tax - Regular Tax 163.99 294.46

- Deferred Tax (asset)/ liability 101.46 4.80

Profit/(Loss) after tax for the year 566.74 717.68

Add/Less: Surplus/(Deficit) in P&L Account brought forward 1,518.28 924.62

Amount available for appropriation 2,085.03 1,642.30

Appropriations:

Transfer to General Reserve 43.00 54.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.97

Surplus/(Deficit) carried to Balance Sheet 1,972.25 1,518.29

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2011-12.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 27,448 lakhs as against Rs. 25,395 lakhs the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 88 lakhs as against Rs. 73 lakhs the previous year.

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs. 4,645 lakhs as against Rs. 4,466 lakhs the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 32,181 lakhs for the year under review, as against Rs. 29,933 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)

2011-12 2010-11

a) Foreign Exchange earnings on exports 1,141.83 4,474.16

b) Foreign Exchange used on account of:

i) Foreign Travel - 1.47

ii) CIF value of imports of raw material & others 11,209.67 13,341.24

iii) Commission on Sales - 15.44

iv) Dividend for 2010-11/2009-10 1.65 0.82

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri S.V.Narasimha Rao, and Dr. M.R.Naidu will retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment.

Sri S V Narasimha Rao offers himself for reappointment, while Dr Naidu does not seek reappointment. The Board thanks Dr Naidu for his invaluable contributions to your Company during his long years of Directorship.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2012 amount to Rs. 287.00 lakhs, which includes Rs. 227.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: As per the requirement of the Companies (Cost Accounting Records) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956, your Company carried out an audit of Cost Accounting records relating to Wind Firm division for the year 2011-12. In this connection, your Company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, as Cost Auditor for the Financial Year 2011-12. Further, subject to approval of the Central Government, your company has appointed Mr. N.V.S. Karpardhi, Cost Accountant, who has signified his willingness to accept appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2012-13.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 30,075/- in the unclaimed and unpaid interim dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the BSE Limited, Mumbai, PJ. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2012-13 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed In the preparation of the annual accounts.

ii. they had 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 for the financial year ending 31st March, 2012, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Place : Hyderabad Chairman and

Date : 21-07-2012 Managing Director


Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 27th Annual Report on the operations of your Company and the Audited Accounts for the fi nancial year ended 31st March, 2011, together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Net Sales 29,933.47 14,487.97

Other Income 73.17 16.63

Profi t before interest and depreciation and prior 1,981.32 1,122.25 period adjustments

Less: Interest 768.90 502.64

Depreciation 198.32 170.82

Profi t Before Tax and prior period adjustments 1,014.10 448.79

- Prior Period Adjustments 2.84 36.76

Profi t Before Tax 1,016.94 485.55

Less: Provision for tax

- Regular Tax 294.46 70.02

- Deferred Tax (asset)/ liability 4.80 91.66

Profi t/(Loss) after tax for the year 717.68 323.87

Add/Less: Surplus/(Defi cit) in P&L Account 924.62 645.87 brought forward

Amount available for appropriation 1,642.30 969.74

Appropriations:

Transfer to General Reserve 54.00 10.00

Proposed Dividend on equity shares 60.04 30.02

Income Tax on proposed Dividend 9.97 5.10

Surplus/(Defi cit) carried to Balance Sheet 1,518.28 924.62

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2010-11.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

GLASS LINING:

This year, the Glass Lining division recorded sales ofRs. 4,466 lakhs as against Rs. 3,015 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 25,395 lakhs as against Rs. 11,383 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 73 lakhs as against Rs. 90 lakhs in the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 29,933 lakhs for the year under review, as against Rs. 14,488 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certifi cate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certifi cates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs.)

Particulars 2010-11 2009-10

a) Foreign Exchange earnings on exports 44,74,16,389 31,53,43,946

b) Foreign Exchange used on account of:

i) Foreign Travel 1,46,918 2,60,200

ii) CIF value of im- ports of raw mate- rial & others 1,33,41,24,582 46,30,19,689

iii) Commission on Sales 15,44,027 2,05,373

iv) Dividend for 2009-10 82,500 -

PROPOSED EXPANSION:

The expansion of the recycling plant at Tirupati will be completed in the next few months.

The joint venture in Georgia is undergoing some teething problems, and your Directors hope that production and exports will resume soon.

DIRECTORS:

On 14th August, 2011 Sri V. Ramesh, Managing Director of the Company, has been reappointed as Chairman cum Managing Director of the Company.

On 14th August, 2011 Sri Sandeep Ramesh has been co-opted as an Additional Director, and appointed as Executive Director of the Company.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri Satish Malladi will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fi xed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2011 amount to Rs. 395.50 lakhs, which includes Rs. 327.00 lakhs from related parties.

AUDITORS:

Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash fl ow statement in accordance with the Accounting Standard on cash fl ow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2011-12 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had 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 for the fi nancial year ending 31st March, 2011, and of the profi t of the Company for that period.

iii. they had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Place : Hyderabad V. Ramesh

Date : 14-08-2011 Chairman cum

Managing Director




Mar 31, 2010

The Directors take pleasure in presenting the 26th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2010, together with the Auditors Report thereon.

FINANCIAL RESULTS:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2009-10 2008-09

Net Sales 14,487.97 9,564.23

Other Income 16.63 244.65

Profit before interest and depreciation and

prior period adjustments 1,122.25 256.34

Less: Interest 502.64 362.76

Depreciation 170.82 115.01

Profit Before Tax and prior period adjustments 448.79 (221.43)

- Prior Period Adjustments 36.76 (6.76)

Profit Before Tax 485.55 (214.67)

Less: Provision for tax - Regular Tax 70.02 -

- Deferred Tax (asset)/ liability 91.66 (2.44)

- Fringe Benefit Tax - 3.66

Profit/(Loss) after tax for the year 323.87 (215.89)

Add/Less: Surplus/ (Deficit) in P&L Account

brought forward 645.87 861.76

Amount available for appropriation 969.74 645.87

Appropriations:

Transfer to General Reserve 10.00 -

Proposed Dividend on equity shares 30.02 -

Income Tax on Dividend 5.10 -

Surplus/(Deficit) carried to Balance Sheet 924.62 645.87

969.74 645.87

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Re.1.00 per share for the year 2009-10.

OPERATIONS:

Operations of the Companys three divisions for the year under review were as follows

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs.3,015 lakhs as against Rs.3,650 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.11,383 lakhs as against Rs.5,834 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.90 lakhs as against Rs.81 lakhs in the previous year.

The combined turnover of the Company, thus, was Rs.14,488 lakhs for the year under review, as against Rs.9,565 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rupees)

2009-10 2008-09

a) Foreign Exchange

earnings on exports 31,53,43,946 5,26,29,681

b) Foreign Exchange used on account of:

i) Foreign Travel 2,60,200 2,69,411

ii) CIF value of imports of raw material & others 46,30,19,689 41,51,54,329

iii) Commission on

Sales 2,05,373 9,05,556

iv) Dividend

for 2007-08 - 1,74,522



PROPOSED EXPANSION:

Your Company is increasing the annual capacity of its Lead re-cycling unit near Tirupati from 20,000 MT to 50,000 MT.

Your Companys Joint Venture unit in the Republic of Georgia has started commercial production, and the first shipment from this unit has been despatched to us. The project will facilitate availability of raw materials at a concessional price, on a continuous basis.

DIRECTORS:

Sri T. Panduranga Rao, Chairman of the Company, who was associated with the Company since 1994, passed away on 22nd January, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri T. Panduranga Rao.

Sri Ramanan Ramamurti, Director of the Company, passed away on 13th June, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri Ramanan Ramamurti.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Dr. M. R. Naidu and Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2010 amount to Rs. 346.50 lakhs, which includes Rs.228.00 lakhs from related parties.

AUDITORS:

Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the rules framed thereunder, is annexed and forms part of this report.

SETTLEMENT OF CASES WITH GMM PFAUDLER LTD. AND ITS SUBSIDIARIES:

As stated in the Directors Report of last year, the Company has transferred all 6,30,095 shares in the company to GMM Pfaudler Ltd, and its associates, Karamsad Holdings Limited, Karamsad Investments Limited, and Karamsad Securities Private Limited. Accordingly, the dividends held in abeyance on these share have been paid to the respective companies.

FRAUD BY A FOREIGN SUPPLIER:

During 2009-10, one of the foreign suppliers (N. S. Bulgaria Ltd.) has committed a fraud on the company to the tune of Rs.49.20 lacs and the same has been charged off to the Profit & Loss Account. The company has initiated legal proceedings against the supplier.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2010-11 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had 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 for the financial year ending 31st March, 2010, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Managing Director

Place : Hyderabad S. V. Narasimha Rao

Date : 14th August, 2010 Director



 
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