Home  »  Company  »  Ram Ratna Wires  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Ram Ratna Wires Ltd.

Mar 31, 2015

The Members,

The Directors have the pleasure in presenting the 23rd Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs) Year ended Year ended Particulars 31st March, 2015 31st March, 2014

Sales and other Income 74,321.71 69,971.97

Total Expenditure 70,679.61 67,075.99

Profit before Interest, Depreciation & Tax 3,642.10 2,895.98

Less: Finance Costs 1,482.91 1,288.06

Depreciation 650.81 527.52

Profit before Tax 1,508.38 1,080.40

Less: Provision for Tax 526.18 387.47

Net Profit after tax 982.20 692.93

Balance brought forward from Previous Year 3,747.32 3,282.43

Less: Adjustment as per Schedule II to the Companies Act, 2013 23.12 -

Profit available for appropriation 4,706.40 3,975.36

Appropriations:

Proposed Dividend 220.00 165.00

Corporate Tax on Proposed Dividend 45.05 28.04

Transfer to General Reserve 100.00 35.00

Balance Carried Forward 4,341.35 3,747.32

OPERATIONS AND FINANCIAL PERFORMANCE

In the face of overall market conditions, your Company has delivered satisfactory growth.

During the financial year 2014-15, your Company posted sales & other income of Rs. 74,321.71 Lacs as against Rs. 69,971.97 Lacs in the previous year. Your Company registered a net profit after tax of Rs. 982.20 Lacs as against the previous year's net profit of Rs. 692.93 Lacs, a growth of 42%.

All our factories have been working efficiently during the year. Safety measures and processes have been installed and improved upon at all the plants.

SUBSIDIARY

The Company has no subsidiary, therefore, disclosures regarding the same are not provided in the report.

MATERIAL CHANGES AND COMMITMENTS

There is no change in the nature of the business of your Company. There are no material orders passed by the regulators impacting the ongoing concern status and operations. There are no material changes or commitments affecting the financial position of your Company occurring between the financial year ended 31st March, 2015 and the reporting date of the Directors' report.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 100.00 Lacs to the General Reserve. An amount of Rs. 4,341.35 Lacs is proposed to be carried forward and retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors are pleased to recommend, for approval of members, a dividend of Rs. 1/- per equity share (paid-up value Rs. 5/- per equity share) for the year ended 31st March, 2015 as against the dividend of Rs. 0.75 per share paid last year. Dividend, if approved, in the ensuing Annual General Meeting, will entail cash outflow of Rs. 265.05 Lacs including the dividend tax amount.

EXPANSION PLAN

The modernization and expansion plan as envisaged by your Company at its plants for increasing the production capacity, widening the product range and improving production processes, is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has Joint Venture with RR-Imperial Electricals Ltd., Bangladesh. Your Company has decided to invest upto $ 4,75,000 in the above Joint Venture Company which would manufacture enamelled wire, cables and enamelled strips. The Company has so far made an investment of $ 4,52,378. The commercial production for enamelled wire and strips and the production of cables has already started last year.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Shri Satyanarayan Loya, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Meeting.

At the Board meeting dated 30th May, 2015, Shri Mahendrakumar Kabra, an existing Director in the Company, was appointed as the Joint Managing Director for a period of 3 (three) years effective from 1st June, 2015 with no remuneration.

The aforesaid appointment / re-appointment shall require approval of the shareholders of the Company. The necessary resolutions in this regard have been included in the notice convening the Annual General Meeting.

Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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

(b) 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 2014-15 and of the profit and loss of the Company for that period,

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) the Directors have prepared the annual accounts on a going concern basis,

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report has been separately furnished and forms an integral part of this Report. CORPORATE GOVERNANCE

The Company has abided by the Corporate Governance pertaining to provisions of Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange. During the year, the Company's Board of Directors comprised of 11 (eleven) members consisting of 1 (one) Executive Director and 10 (ten) Non-Executive Directors (including 1 (one) Woman Director) of which 6 (six) are Independent. The Chairman of the Board is a Non-Executive Director.

The Corporate Governance Report giving details as mentioned in Clause 49 under the Listing Agreement is annexed herewith and forms part of this Report. The following are also annexed with and forms part of Corporate Governance Report:

(i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance Report;

(ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director of the Company and Shri Hemant Kabra, Chief Financial Officer of the Company, under Clause 49(IX) of the Listing Agreement with Bombay Stock Exchange regarding annual financial statements for the year ended 31st March, 2015 to the Board of Directors; and

(iii) Certificate from the Managing Director under Clause 49(II)(E) of the Listing Agreement regarding compliance of Code of Conduct of the Company for the year ended as on 31st March, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

In terms of the provisions of the Companies Act, 2013 read with the rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2014-15. The Board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

ANNUAL RETURN

Pursuant to Section 134 of the Companies Act, 2013 read with rules made thereunder, extract of the Annual Return as provided under sub-section (3) of section 92 in Form MGT - 9 is attached as Annexure I and forms part of this Report.

BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. The details of the Board and Committee meetings are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The composition of Audit Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. Further there are no such recommendations of Audit Committee which were not accepted by the Board.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has established a vigil mechanism for Directors and employees. The vigil mechanism shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairman of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and ethics. A policy has been adopted in this regard by the Board of Directors which is also disclosed by the Company on its website at www.rrshramik.com/investor-centre/corporate-governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The composition of Corporate Social Responsibility Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. The Committee has formulated Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. This policy is available on Company's website at www.rrshramik.com/investor-centre/corporate-governance.

The Company has tied up with Vanvasi Kalyan Aashram, Silvassa, for the construction and maintenance of a - PRASHIKSHAN KENDRA, RANDHA, SILVASSA. This Prashikshan Kendra will benefit the students of this Kendra at Randha village immensely. The Company has invested in social activities like construction of halls, toilets and bathrooms for students of this Kendra at Randha village.

The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure II to this Report.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee is in existence.

The composition of Nomination and Remuneration Committee, terms of reference and number and dates of meetings held, attendance of Directors at the Committee meeting, functions of the Committee and the remuneration policy formulated by the Committee has been discussed in Corporate Governance Report which forms part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of Stakeholders Relationship Committee, terms of reference and number of meetings held has been discussed in Corporate Governance Report which forms part of this Report. The Committee has delegated the responsibility relating to shares maintenance work and other routine matters to Company Secretary and M/s Sharepro Services (India) Private Limited, Registrars and Share Transfer Agents of the Company. All the requests for dematerialization, rematerialization, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee are circulated to all the Directors of the Company and are discussed at the Board meetings. The Committee also reports to the Board about matters regarding shareholding of the Company and any complaints / grievances of the stakeholders and their redressal, reports on SCORES to SEBI, etc.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Tribhuvanprasad Kabra, Managing Director.

During the financial year 2014-15, the Board of Directors have approved the Risk Management Policy which is posted on your Company's website. The Risk Management Policy is integral to the Company's business model and is based on core values and ethics. Under this Policy, risks are identified across all business processes of the Company on continuous basis. This Policy covers long term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further and effective action to be taken.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion of the 25th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to ratify the appointment of M/s. V.C.Darak & Associates, Chartered Accountants, as the Statutory Auditors of the Company and necessary resolution in this regard is included in the Notice of the Annual General Meeting for seeking approval of members.

There are no observations or qualifications or remarks made by the Auditors in their Report.

SECRETARIAL AUDITORS REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report is attached as Annexure III and forms part of this Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report.

COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co., as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2016. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

INTERNAL AUDIT AND CONTROL

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors. Their reports are considered in Audit Committee meetings.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis. Hence, Section 188(1) of the Companies Act, 2013 is not applicable and consequently no particulars in Form AOC-2 have been furnished.

During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement or that were not on arms' length basis.

The details of the related party transactions as required under Accounting Standard - 18 are set out in notes to financial statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure IV and forms part of this Report.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. No Deposits have remained unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the financial statements (Please refer to Note 13, 14 and 28 of the Notes to Financial Statements).

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

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company has a policy for the prevention of sexual harassment which has been implemented at plant level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level. During the year your Company did not receive any complaints on sexual harassment.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of your Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

(a) The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;

(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and

(c) the Company does not have any ESOP scheme for its employees / Directors and hence no information as per provisions of Rule 12(9) has been furnished.

ACKNOWLEDGEMENTS

Your Directors record their sincere appreciation of the dedication and commitment of the employees in achieving and sustaining excellence in all areas of the business. Your Directors express their gratitude to all the Shareholders, Customers, Suppliers, Bankers, Government Authorities and other Stakeholders for their continuous support.

For the behalf of the Board of Directors,

Place: Mumbai Rameshwarlal Kabra Date: 30th May, 2015 Chairman DIN 00150875




Mar 31, 2014

The Members,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS ( in Lacs) Year ended Year ended Particulars 31 st March, 2014 31 st March, 2013

Sales and other Income 69,971.97 68,651.43

Total Expenditure 67,075.99 65,601.62

Profit before Interest, Depreciation & Tax 2,895.98 3,049.81

Less: Finance Costs 1,288.06 1,283.46

Depreciation 527.52 502.56

Profit before Tax 1,080.40 1,263.79

Less: Provision for Tax 387.47 394.42

Net Profit after tax 692.93 869.37

Balance brought forward from Previous Year 3,282.43 2,649.83

Profit available for appropriation 3,975.36 3,519.20

Appropriations:

Proposed Dividend 165.00 165.00

Corporate Tax on Proposed Dividend 28.04 26.77

Transfer to General Reserve 35.00 45.00

Balance Carried Forward 3,747.32 3,282.43

OPERATIONS AND FINANCIAL REVIEW

The global scenario during the year 2013-14 continued to improve marginally but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth significantly. Financial Year 2013-14 proved to be a challenging year for your Company. Inspite of the constraints, your Company performed reasonably well. Better financial performance was achieved through several internal initiatives namely higher capacity utilization, thrust on sale of value added products and effective cost reduction measures. Your Company achieved a record production of 13570 MTs material altogether (ECW, BCS, ECS , SWW, EAW).

During the Financial Year 2013-14, your Company posted sales & other income of Rs. 69,971.97 Lacs as against Rs. 68,651.43 Lacs in the previous year and registered a net profit after tax of Rs. 692.93 Lacs as against the previous year''s net profit of Rs. 869.37 Lacs.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profits to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 0.75 per share – Paid–up value Rs. 5/-) for the year ended 31st March, 2014.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 193.04 Lacs.

The dividend payout for the year under review has been formulated in accordance with the shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals to the maximum possible extent.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity, widening the product range and improving production processes is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest upto USD 4,00,000 in a Joint Venture company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips.The Company has so far made an investment of USD 3,99,378.The commercial production for enamelled wire and strips and the production of cables has started.

DIRECTORS

The Independent Directors of the Company, viz. Shri Mukund Chitale, Dr. Ajai Singh, Shri Naveen Kumar Mandhana, Shri Sandeep Jhanwar, Shri R Kannan and Shri Prashant Deshpande, who were earlier holding their respective positions in the Company pursuant to Clause 49 of the listing agreement entered into by the Company with the Bombay Stock Exchange, are now proposed to be appointed as Independent Directors pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV to the said Act and the Companies (Appointment and Qualification of Directors) Rules, 2014. These Independent Directors shall hold office for a term up to five (5) consecutive years up to 31st March 2019 and shall not be liable to retire by rotation.

Smt.Kirtidevi Kabra was appointed as an Additional Director of the Company with effect from 29th July, 2014 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company to fulfil the requirement of Section 149 of the said Act that requires the Company to have at least one woman director. Pursuant to the provisions of Section 161, the term of office of Smt. Kirtidevi Kabra expires at the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 160 of the said Act along with necessary deposit from a Shareholder proposing the candidature of Smt. Kirtidevi Kabra for the office of the Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting.

Shri Rameshwarlal Kabra, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Meeting.

As per the recommendation of the Remuneration Committee (renamed now as Nomination & Remuneration Committee), Shri Tribhuvanprasad Kabra was re-appointed as the Managing Director of the Company for a period of 3 (three) years effective from 24th June, 2014. The aforesaid appointment shall require approval of the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

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:

- in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

- that the annual accounts of the Company have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Khanna & Co., Practicing Company Secretaries, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS'' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. V.C.Darak & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of three (3) years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 25thAnnual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self–explanatory and hence, do not call for any further comments.

COST AUDITORS & COMPLIANCE REPORT

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co. as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has adopted a vigil mechanism. The vigil mechanism shall provide for adequate safeguards against victimisation of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairperson of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics.

RISK MANAGEMENT POLICY

The Company has established a risk management framework. The risk management framework is integral to the Company''s business model and is based on core values and ethics. Under this framework, risks are identified across all business processes of the Company on continuous basis. This policy covers longer term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further action for effective action to be taken.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Your Company does not have any employees whose particulars are required to be annexed to the Directors'' Report under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PUBLIC DEPOSITS

The deposits accepted by your Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

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

The relevant data pursuant to 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 is annexed hereto and forms part of this report.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management''s commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. Your Company focuses on achieving excellence in occupational and personal health of employees at all manufacturing units as well as its offices. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

The Companies Act, 2013 has introduced the idea of CSR to the forefront and through its disclose-or-explain mandate, is promoting greater transparency and disclosure. Schedule VII of the Act, which lists out the CSR activities, suggests communities to be the focal point.

Your Company has formed a CSR Committee and the policies would be laid down and recommended by the Committee for its necessary implementation soon. Your Company believes in inclusive growth and reach out to assist the communities around them - not because it is the magic formula for sustainability, but simply because that is, and always has been, part of the collective character of your Company.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from all the executives, staff and workers at all levels. Your Directors sincerely wish to place on record their sense of appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Place : Mumbai Rameshwarlal Kabra Date : 29th July, 2014 Chairman DIN 00150875


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 21st Annual Report and the Audited Accounts of your Company for the financial year ended 31s,March, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

Particulars Year ended Year ended 31st March, 2013 31stMarch, 2012

Sales and other Income 68,639.70 56,137.63

Total Expenditure 65,589.89 53,903.41

Profit before Interest, Depreciation & Tax 3,049.81 2,234.22

Less: Finance Costs 1,283.46 1,057.54

Depreciation 502.56 466.12

Profit before Tax 1,263.79 710.56

Less: Provision for Tax 394.42 201.93

Net Profit after tax 869.37 508.63

Balance brought forward from Previous Year 2,649.83 2,358.97

Profit available for appropriation 3,519.20 2,867.60

Appropriations:

Proposed Dividend 165.00 165.00

Corporate Tax on Proposed Dividend 26.77 26.77

Transfer to General Reserve 45.00 26.00

Balance Carried Forward 3,282.43 2,649.83

OPERATIONS AND FINANCIAL REVIEW

The global scenario during the year 2012-13 continued to improve marginally but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth significantly. Financial Year 2012-13 proved to be a challenging year for your Company. In spite of the constraints, your Company performed reasonably well. Better financial performance was achieved through several internal initiatives namely higher capacity utilization, thrust on sale of value added products and effective cost reduction measures. Your Company achieved a record production of 13,393 MTs material altogether (ECW, BCS, ECS , SWW, EAW).

During the Financial Year 2012-13, your Company posted sales & other income of Rs. 68,639.70 Lacs, as against Rs. 56,137.63 Lacs in the previous year, an increase of 22% and registered a net profit after tax ofRs. 869.37 Lacs as against the previous year''s net profit of Rs. 508.62 Lacs.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profits to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of Members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 0.75 per share - Paid-up value Rs. 5/-) for the year ended 31st March, 2013.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 191.77 Lacs.

The dividend payout for the year under review has been formulated in accordance with the Shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals to the maximum possible extent.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity, widening the product range and improving production processes is a continuous one and is being taken from time to time as required.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest up to USD 4,00,000 in a Joint Ventue company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The Company has so far made an investment of USD 3,21,395. The commercial production for enamelled wire and strips has begun in July, 2012 and the production of cables is likely to start in June, 2013.

DIRECTORS

Shri Mukund Chitale, Shri Satyanarayan Loya and Shri Mahendra Kumar Kabra, Directors, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Meeting.

Shri Prashant Deshpande was appointed as an Additional Director of the Company with effect from 6th November, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Pursuant to the provisions of the said Section, the term of the office of the said Director expires at the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 257 of the said Act along with necessary deposit from a Shareholder proposing the candidature of Shri Prashant Deshpande for the office of the Director of the Company. Necessary resolution in this regard is included in the notice convening the Annual General Meeting. "

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

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:

in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

that the annual accounts of the Company have been prepared on a''going concern''basis.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Preeti Khanna & Co., Practicing Company Secretary, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS'' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(16) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

COST AUDITORS & COMPLIANCE REPORT

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed M/s. Poddar & Co., Cost Accountants, as the Cost Auditors of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company. The extended due date for filing of the Cost Compliance Report for the financial year 2011-12 was 28-02-2013 and the actual date of the filing of the same is 28-02-2013.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors.The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee and Board Meetings.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Your Company does not have any employee whose particulars are required to be annexed to the Directors'' Report under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PUBLIC DEPOSITS

The deposits accepted by your Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

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

The relevant data pursuant to 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 is annexed hereto and forms part of this report.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels.

Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011 .The company is committed to make continual improvements in the areas of environment, safety, health and energy.

During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management''s commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. Your Company focuses on achieving excellence in occupational and personal health of employees at all manufacturing units as well as its offices. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden.Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from all the executives, staff and workers at all levels. Your Directors sincerely wish to place on record their sense of appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Rameshwarlal Kabra

Chairman

Place: Mumbai

Date :18th May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 31st March, 2012 2011

Sales and other Income5 6,137.63 49,941.35

Total Expenditure 53,894.13 47,520.37

Profit before Interest, Depreciation & Tax 2,243.50 2,420.98

Less: Finance Costs 1,055.78 609.02

Depreciation 466.12 369.05

Profit before Tax 721.60 1,442.91

Less: Provision for Taxation 212.97 495.77

Net Profit after tax 508.63 947.14

Balance brought forward from Previous Year 2,358.97 1,768.37

Profit available for appropriation 2,867.60 2,715.51

Appropriations:

Proposed Dividend 165.00 220.00

Corporate Tax on Proposed Dividend 26.77 36.54

Transfer to General Reserve 26.00 100.00

Balance Carried Forward 2,649.83 2,358.97

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2011-12 was a challenging year for your Company. The Middle East crisis, uncertainty of European economy, huge fluctuations in LME rates of copper coupled with severe adverse market conditions domestically as well as internationally and many other factors had a great impact on the working of the Company. However, in spite of all this, your Company put in the best efforts on increasing the sale of value added products and also took substantial cost reduction measures. Your Company achieved a production of 11,189 MTs insulated material altogether (ECW, ECS, SWW, EAW) through improvement in operational efficiencies.

During the Financial Year 2011-12, your Company posted sales & other income of Rs. 56,137.63 Lacs, as against Rs. 49,941.35 Lacs in the previous year and registered a net profit after tax of Rs. 508.63 Lacs as against the previous year's net profit of Rs. 947.14 Lacs.

FINANCIALS

The Ministry of Corporate Affairs (MCA) vide notification no. S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view, your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 0.75 per share (Paid-up value Rs. 5/-) (previous year Rs. 1.00 per share-Paid-up value Rs. 5/-) for the year ended 31st March, 2012.

The payment of dividend together with tax thereon, if declared, at the forthcoming Meeting will absorb Rs. 191.77 Lacs.

EXPANSION PLAN

The modernization and expansion plan as envisaged by the Company at its Units for increasing the production capacity and widening the product range has been completed during the financial year. However, further expansion as may be required will continue to be done during the current year at regular intervals.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest up to USD 4,00,000 in a Joint Venture company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The commercial production has been delayed due to unforeseen circumstances and is now likely to commence in and around July, 2012. The Company has so far made an investment of USD 2,13,700.

DIRECTORS

Shri Rameshwarlal Kabra and Dr. Ajai Singh, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Meeting.

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Meeting.

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:

- in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

- that the annual accounts of the Company have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A Report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

COST AUDITOR

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed Mr. Sandeep Poddar, as the Cost Auditor of your Company for the financial year 2012-13 to conduct the audit of the cost records of the Company.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relations with its workforce at all locations. Continuous up-gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

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

The relevant data pursuant to 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 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

The major IT initiative undertaken to implement ERP across all plants and offices of the Company has been successfully implemented.

The basic and advance computer training to employees is on a continual basis.The process of strengthening the IT infrastructure by addition of computer hardware is an ongoing process and all efforts would be made by your Company to achieve its goal of total ERP solutions.

INTERNAL AUDIT AND CONTROL

M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat are the Internal Auditors of your Company. Your Company periodically reviews and implements the recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an ongoing basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment will continue to be top priorities of your company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of all its personnel of all levels.

Salasar Copper, unit of your company meets the requirements of the International Standards ISO 14001:2009, OHSAS 18001:2007 and EnMS 16001:2009. Your Company has undergone successful audits under EMS and OH&S management systems.

During the year, your Company has undergone successful surveillance audits. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management's commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp is regularly organized during the year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions. Your Company strives to uphold the principles of not employing any child labour.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and place on record their appreciation for all the executives, staff and workers at all levels for their hard work and dedication during the year under review. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.



For and on behalf of the Board

Rameshwarlal Kabra Chairman

Place : Mumbai Date :26th May, 2012


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 2011 31st March, 2010

Gross Sales and other Income 49,941.54 40,567.79

Total Expenditure 47,534.77 37,860.05

Profit before Interest, Depreciation,Taxation & Extraordinary items 2,406.77 2,707.74

Less: Interest (net of income) 580.22 560.56

Depreciation 369.05 344.35

Profit before Extra-ordinary items and Taxes 1,457.50 1,802.83

Add/(Less): Extra-ordinary items (4.24) (14.47)

Profit before Tax and prior period adjustments 1,453.26 1,788.36

Less: Provision for Taxation 509.21 617.70

Profit before prior period adjustments 944.05 1,170.66

Add/(Less): Prior period adjustments 3.09 0.03

Net Profit after tax and prior period adjustments 947.14 1,170.69

Balance brought forward from Previous Year 1,768.37 944.23

Profit available for appropriation 2,715.51 2,114.92

Appropriations:

Proposed Dividend 220.00 220.00

Corporate Tax on proposed Dividend 36.54 36.55

Transfer to General Reserve 100.00 90.00

Balance Carried Forward 2,358.97 1,768.37

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2010-11 was a reasonably good year for your Company. In spite of adverse market conditions and wide fluctuations in LME rates of copper, your Company put in all efforts on sale of value added products and effective cost reduction measures. Your Company achieved a production of 10,189 MTs insulated material altogether (ECW, ECS, SWW) through improvement in operational efficiencies.

During the Financial Year 2010-11, your Company posted gross Income of Rs. 49,941.54 Lacs, as against Rs. 40,567.79 Lacs in the previous year, higher by 23.11 % mainly on account of higher LME prices of copper and registered a net profit after tax of Rs. 947.14 Lacs which is lower by 19.09 % over the previous year's net profit of Rs. 1,170.69 Lacs mainly on account of adverse market conditions.

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the Members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view , your Directors are pleased to recommend, for approval of members, payment of dividend of Rs. 1.00 per share (Paid-up value Rs. 5/-) (previous year Rs. 2.00 per share - Paid-up value Rs. 10/-) for the year ended 31st March, 2011.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting will absorb Rs. 256.54 Lacs.

EXPANSION PLAN

The modernization and expansion plan envisaged by the Company at its Units for increasing the production capacity and widening the product range is under execution and part of which has been completed during the financial year. The balance work is in progress at its Units.

JOINT VENTURE IN BANGLADESH

Your Company has decided to invest upto USD 4,00,000 in a Joint Venture Company in Bangladesh which would manufacture enamelled wire, cables and enamelled strips. The commercial production is likely to commence in and around October, 2011. The Company has so far made an investment of USD 8,600.

DIRECTORS

Shri Mahendra Kumar Kabra and Shri Satyanarayan Loya, Directors, retire by rotation and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting.

Shri Vishnu Anant Mahajan resigned from the Directorship of the Company during the year under review due to ill health. The Board wished speedy recovery in his health and also recorded his immense contribution to the Company through his professional knowledge and experience.

Shri Sandeep Jhanwar who was appointed as an Additional Director of the Company with effect from 13th August, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 along with the necessary deposit from a Member proposing the candidature of Shri Sandeep Jhanwar as a Director of the Company at the ensuing Annual General Meeting.

Shri R Kannan who was appointed as an Additional Director of the Company with effect from 28th May, 2011 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 along with the necessary deposit from a Member proposing the candidature of Shri R Kannan as a Director of the Company at the ensuing Annual General Meeting.

The term of office of Shri Tribhuvanprasad Kabra as the Managing Director will expire on 23rd June, 2011. The Board of Directors has re-appointed, subject to the approval of the shareholders at the ensuing Annual General Meeting, Shri Tribhuvanprasad Kabra as the Managing Director for a period of three years starting from 24th June, 2011 as per the recommendation of the Remuneration Committee.

Brief profile of the Directors / Managing Director, proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

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:

- in the preparation of the annual accounts for the year ended 31 st March, 2011, 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;

- such accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2011 and of the profit of the Company for the year ended on that date;

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

- that the annual accounts of the Company have been prepared on a 'going concern' basis.

COMPANY SECRETARY

Shri Ramesh Chamadia was appointed as the Company Secretary and the Compliance Officer of the Company on 13th August, 2010.

SUB DIVISION OF THE COMPANY'S EQUITY SHARES

The Equity Shares of the Company were sub-divided from the Face Value of Rs. 10/- each to the Face-value of 5/- each. Pursuant to the said sub-division, the Company had cancelled the old Share Certificates and the new Share Certificates having the face-value of Rs. 5/- each were issued to the Shareholders.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to maintain highest standards of Corporate Governance. A Report on Corporate Governance together with Management Discussion and Analysis Report forms part of this Annual report. The requisite certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached to this report.

AUDITORS & AUDITORS' REPORT

M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments.

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relation with its workforce at all locations. Continuous up gradation of core skill through training programmes either internally or through external agencies is an integral part of human resources development policy.

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

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

The relevant data pursuant to 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 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

The major IT initiative undertaken last year to implement ERP across all plants and offices of the Company has been successfully implemented which now takes care of the data processing & information needs of the Company and helps information sharing and faster decision making.

The fully equipped data centre at Silvassa provides connectivity to all production units and offices and the enterprise management software monitors complete network connectivity and data security systems.

The continuous basic and advance computer training to employees has assisted in the smooth changeover to ERP system during the current accounting year. The process of strengthening the IT infrastructure by installing additional computer hardware is on a continual basis and all efforts would be made by the Company to achieve its goal of complete ERP solutions.

INTERNAL AUDIT AND CONTROL

During the financial year, the Company has appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and started implementing recommendations of the Internal Auditors. The findings of the Internal Auditors are being

discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken. Internal Audit reports are discussed in Audit Committee meetings.

ENVIRONMENT, SAFETY AND HEALTH

Safety, Health and Environment continue to be top priorities of the company. Continual improvements are made in environmental and safety performance through involvement and training of personnel at all levels.

Salasar Copper, unit of your company meets the requirements of the International Standards IS014001:2004 and OHSAS 18001:2007.

During the year Salasar Cooper has also achieved certification under EnMS 16001:2009; the standard for Energy Management System which complements the Environment Management System and reinforces our commitment towards a safe environment. The erstwhile ESH committee has now been rechristened as ESHE committee which meets every month to discuss important issues related to environment, safety, health and energy.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that sustainable development is possible only when it strikes a reasonable balance between its manufacturing activities and major concerns of the society and community at large. Management's commitments, work culture, business ethics and processes create a positive atmosphere for all to participate and in turn a commitment towards corporate social responsibility. A free medical dispensary at Silvassa Works operates for the welfare of the down trodden. Tree plantation programme is carried out during the monsoon. Blood donation camp was organized during the current financial year. Your Company lays stress on imparting good education to the children and makes contributions to educational institutions.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Rameshwarlal Kabra Chairman

Place: Mumbai Date : 28th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report on the business, operations and the Audited Accounts of your Company for the financial year ended 31st March, 2010

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Year ended Year ended

particulars 31st March, 2010 31st March, 2009

Gross Sales and other Income 40,567.79 30,377.04

Total Expenditure 37,860.05 29,245.38

Profit before Interest, Depreciation, Taxation & Extraordinary items 2,707.74 1,131.66

Less: Interest (net of income) 560.56 627.14

Depreciation 344.35 286.40

Profit before Extra-ordinary items and Tax 1,802.83 218.12

Add/(Less): Extra-ordinary item (14.47) 3.17

Profit before Tax and prior period adjustments 1,788.36 221.29

Less: Provision for Taxation 617.70 83.85

Profit before prior period adjustments 1,170.66 137.44

Add/(Less): Prior period adjustments (0.03) (0.34)

Net Profit after tax and prior period adjustments 1,170.69 137.10

Balance brought forward from Previous Year 944.23 903.65

Profit available for appropriation 2,114.92 1,040.75

Appropriations:

Proposed Dividend 220.00 82.50

Corporate Tax on proposed Dividend 36.55 14.02

Transfer to General Reserve 90.00 0.00

Balance Carried Forward 1,768.37 944.23

OPERATIONS AND FINANCIAL REVIEW

Financial Year 2009-10 proved a flourishing and eventful year for your Company with further momentum in improving operationa efficiencies and several new initiatives were undertaken. While improved market conditions helped in recording better financia performance, significant improvements were achieved through several internal initiatives viz. higher capacity utilization, thrust on sale of value added products, effective cost reduction measures and prudent cash and inventory management. Your Company achieved a record production of 10,282 MTs with optimum take at insulated material altogether (ECW, ECS, SWW,etc.) through improvement in operational efficiencies. Special thrust was given to expand its distribution network to make its branded products available across the country

During the Financial Year 2009-10, your Company posted gross Income of Rs. 40,567.79 Lacs, as against Rs. 30,377.04 Lacs in the previous year, higher by 33.55 % and registered a net profit after tax of Rs. 1,170.69 Lacs which is up by 753.89 % over the previous years net profit of Rs. 137.10 Lacs

DIVIDEND

Your Company endeavors to balance the dual responsibility of providing an appropriate return to the members and retaining a reasonable portion of the profit to maintain healthy financial condition with a view to supporting and sustaining future expansion plans and growth. Keeping this endeavor in view and also reflecting the healthy performance during Financial Year 2009-10,

Our Directors are pleased to recommend, for approval of members, payment of dividend of Rs.2.00 per share (previous year for the year ended 31st March, 2010.

The payment of dividend together with tax thereon, if declared, at the forthcoming Annual General Meeting wil^bsorb Rs.256.55 Lacs.

EXPANSION PLAN

The Company is planning to undertake an expansion plan by way of increasing its production capacity and existing products^^ range/line. In this connection, the Company has started executing its expansion programme at Dadra unit.

DIRECTORS

Shri Vishnu Anant Mahajan and Shri Mukund Chitale, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting

Brief profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting

DIRECTORS RESPONSIBILITY STATEMENT

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state

- that in the preparation of the annual accounts, the applicable accounting standards, have been followed and no materia departures have been made from the same;

- that such accounting policies have been selected and applied consistently, and such judgements and estimates have been made 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;

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

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

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Your Company is committed to good Corporate Governance practices. A Report on Corporate Governance together with Management Discussion and Analysis Report and along with a certificate from M/s. Rathi & Associates, Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto and forms part of this Annual report.

AUDITORS REPORT

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956

AUDITORS

The directors recommend the appointment of M/s. V.C.Darak & Associates, Chartered Accountants as auditors for the period from the conclusion of the ensuring annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration

PARTICULARS OF EMPLOYEES

The Company continues to maintain cordial relation with its workforce at all locations. Continuous upgradation of core skill through training programmes either internally or through external agencies are an integral parts of human resources development policy.

Information as required under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended is annexed hereto and forms part of this report.

PUBLIC DEPOSITS

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended

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

The relevant data pursuant to 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 is annexed hereto and forms part of this report.

ENTERPRISE RESOURCE PLANNING (ERP)

A major IT initiative has been undertaken to implement ERP across all plants and offices of the Company. This will take care of the data processing & information needs of the Company and help information sharing and faster decision making. The ERP would cover all functional modules, like finance, manufacturing, marketing

A fully equipped data centre has been commissioned at Silvassa, with high-end database servers and data communication network equipment with connectivity to all production units and offices. The data centre is equipped with enterprise management software to monitor complete network connectivity and data security systems.

For speedy intra-unit data communication, local area network (LAN) with optical fiber connectivity has been established at all the units. All units and sales offices are getting connected to the Head Office through high bandwidth MPLS-VPN (multi-protocol abel switching-virtual private network) connectivity.

To support smooth changeover to ERP system, IT culture and computer awareness is being promoted through continual basic and advance computer training to employees and strengthening the IT infrastructure by installing additional computer hardware

A new mailing solution ZIMBRAwas implemented with a central mail server at the Head Office to have a uniform mailing system across the Company.

The Company will continue to innovate and derive even greater benefits by using information technology as business enabler.

INTERNAL AUDIT AND CONTROL

During the financial year, the Company has appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat as Internal Auditors and started implementing recommendations of the Internal Auditors. The findings of the Internal Auditors are being discussed on an on-going basis with the concerned operation and process divisions and corrective actions are taken Internal Audit reports are discussed in Audit Committee meetings

ENVIRONMENT, SAFETY AND HEALTH

The Environment, Safety and Health are the overriding considerations of the Company. The state-of-art manufacturing equipment and technology meets the requirements of International Standards. Continual training on EMS and OHSAS, awareness on environmental aspects and impacts has led to a good performance on this front.

Your Companys unit Salasar Copper has been audited for ISO 14001:2004 and OHSAS 18001:2007 successfully.

CORPORATE SOCIAL RESPONSIBILITY

Your Company considers Corporate Social Responsibility as an opportunity to give back to the society and it consistently put this philosophy in to action. As a responsible corporate citizen, your Company tries to contribute for social and environmenta causes on a regular basis

ACKNOWLEDGEMENTS

The Directors express their grateful appreciation for the support and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place : Mumbai Rameshwarlal Kabra

Date : 25th May, 2010 Chairman

 
Subscribe now to get personal finance updates in your inbox!