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Directors Report of Roto Pumps Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Thirty Ninth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2014.

Financial Results

The summarized financial performance of the Company for the financial year ended 31st March, 2014 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2014 31st March, 2013

Revenue from Operations 8958.95 8871.49

Other Income 61.37 47.34

Profit / (loss) before interest, depreciation and taxation 1890.15 1464.51

Interest 145.37 187.45

Depreciation 279.94 253.87

Profit before Taxation 1464.84 1202.85

Taxation 505.78 397.09

Profit after tax 959.06 805.76

Profit brought forward 2617.57 1983.62

Profit available for appropriation 3576.63 2789.38

Appropriations:

Proposed Dividend 92.72 77.27

Dividend Distribution Tax 15.76 12.53

Transfer to General Reserve 96.00 82.00

Surplus carried to Balance Sheet 3372.15 2617.58

Dividend

Your Directors are pleased to recommend a dividend of Rs. 3.00 per share of Rs. 10/- each i.e. 30% for the financial year ended 31st March, 2014, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 108.48 lacs including dividend distribution tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2005-06 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2006-07 is becoming due for remittance on 5th November, 2014 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered income from operations of Rs. 8958.95 Lacs against previous year''s income of Rs. 8871.49 lacs. The Export turnover during the year was Rs. 5622.26 lacs as compared to Rs. 5538.69 lacs in the preceding year. Revenue from exports constitutes 62.76% of total revenue.

There has been nominal growth during the year under review. This has been mainly due to lack of growth in domestic market on account of due to fall in economic activities especially in project business. On International front, the North American market has not been encouraging coupled with the decline in revenues from Australia, which has been severally affected due to downturn in mining sector.

Outlook

Your Company''s operations are showing improvement. However, times ahead look challenging. Indian Economy is expected to grow by 5.5% in 2014-15. With the formation of new Government in the Country, which is focused on growth, the economy should witness a turn around with new polices and initiatives being undertaken. This should pave the way for infrastructure and industrial development, which would lead to increased demand for your Company''s products.

On the International front, the scenario seems to be positive with US and European economies are registering positive growth. The emerging Economies including China and India are also looking positive. This would allow growth to your Company in all focused key markets. Your Company would continue to grow its export sales mainly in U.K & Europe, Australia, U.S., Southern African and Middle East markets.

First phase of your Company''s project for expansion and modernization of the manufacturing facilities at Greater Noida has been completed and commissioned. Second phase would be commissioned in the third quarter of the current financial year. This would not only enhance your Company''s manufacturing capabilities but also enable to service the customers more effectively.

Subject to any unforeseen circumstances, your Company is expected to register a significant growth in 2014-15.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be started during the later part of the current year. Annual accounts of the subsidiary company for the financial year ended 31st March, 2014 in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial statements of the subsidiary company.

Joint Venture Company

Your Company has setup a joint venture company in Singapore in April 2014 in the name and style of Roto Overseas Pte Ltd with Mr. Ed Lemke, Managing Director, Ecochem Pumps (Pty) Ltd, South Africa in the proportion of 60:40. The joint venture company has acquired a strategic stake of 51% in Ecochem Pumps (Pty) Ltd. Ecochem Pumps Pty Ltd is engaged in the business of distribution of pumps and related equipment in African Region. This would facilitate easy entry of your Company''s products into the vast South African Market

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Ltd., DSE House, 3 / 1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Considering the requirement of the U. P. Stock Exchange Ltd and in view of the zero trading in your Company''s shares on Kanpur and Delhi Stock Exchanges, the Board has at its meeting held on 13th August 2014 approved delisting of your Company''s shares from The Delhi Stock Exchange Ltd. and The U. P. Stock Exchange Ltd.

Directors

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anurag Gupta, Director retires from the Board by rotation, and is eligible for re-appointment.

Mrs. Annapurna Dixit, Independent Additional Director was appointed by the Board and holds office upto the date of the ensuing Annual General Meeting. Mrs. Dixit is eligible and offered herself for re-appointment as an independent director for a consecutive term of five years.

Mr. B. S. Ramaswamy, Dr. Ramesh Chandra Vaish, Mr. Anand Bordia and Mr. Vijoy Kumar are independent directors of the Company, liable to retire by rotation under the provisions of the Companies Act, 1956. In terms of the provisions of the Companies Act, 2013, independent directors shall hold office for a consecutive term of five year. They are eligible and have offered for re-appointment as independent directors for a consecutive term of five years.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They have been Auditors of the Company since inception. In terms of the provisions of the Companies Act, 2013, your Company has a time of three years to change the Auditors and would comply with the same in due course. As such, they are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2014. Cost Audit Report for 2012-13 was filed on 18th December, 2013. The due date for filing of the same was 30th September, 2013.

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

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continued to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2014 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care 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.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company

For and on behalf of the Board

Sd/- Place : Noida Harish Chandra Gupta Dated : 13.08.2014 Chairman & Managing Director


Mar 31, 2013

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Eighth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2013 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars Financial Year Ended

31st March, 2013 31st March, 2012

Revenue from Operations 8,871.49 7,627.92

Other Income 40.56 73.73

Profit/(loss) before interest, depreciation and taxation 1,644.17 1,464.51

Interest 187.45 193.31

Depreciation 253.87 195.95

Profit before Taxation 1,202.85 1,075.25

Taxation 397.09 347.78

Profit after tax 805.76 727.47

Profit brought forward 1,983.62 1,421.05

Profit available for appropriation 2,789.38 2,148.52 Appropriations:

Proposed Dividend 77.27 77.27

Dividend Distribution Tax 12.53 12.53

Transfer to General Reserve 82.00 75.10

Surplus carried to Balance Sheet 2,617.58 1,983.62

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31st March, 2013, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956 the unclaimed dividend relating to the financial year 2004-05 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the unclaimed dividend relating to the financial year 2005-06 is becoming due for remittance on 4th November, 2013 to the said Investor Education and Protection Fund.

Year in retrospect

Your Company has registered the highest ever income from operations of Rs. 8,871.49 Lacs representing an increase of 16.30% over previous year''s turnover of Rs. 7,627.92 lacs. The Export turnover during the year was Rs. 5,538.69 lacs as compared to Rs. 4,607.58 lacs in the preceding year, this amounts to an increase of 20.20% over last year. Export Sales constitutes 62.73% of total sales.

Outlook

Your Company''s operations are showing consistent improvements. However, time ahead looks challenging. Indian Economy is expected to grow by 5.50% in 2013-14. There are concerns of Government''s policy decision fronts, which is compounding the severity of the adverse situations. Unless, Government comes out with concrete policy decisions paving the way for infrastructure and industrial development, growth expectation would be minimal.

On the International front, the scenario is also not looking promising in emerging economies; however there is silver lining as the U S economy is showing signs of improvements. Your Company would continue to grow its export sales mainly in U S and middle east markets as well as through its Warehouse and Marketing Offices in U.K. and Australia.

Subject to unforeseen circumstances, the Company is expected to register an improved performance in 2013-14.

Construction work at Greater Noida Project is in full swing. The Project is scheduled to be functional in the fourth quarter of the current financial year. This would enhance the Company''s ability to service the Customers'' more efficiently and cater to market of the higher capacity pumps as well.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style ''Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Ramesh Chandra Vaish and Mr. Vijoy Kumar, Directors are due to retire from the Board by rotation, and are eligible for reappointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information/clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2013. Cost Audit Report for 2011-12 was filed on 18th January 2013. The due date for filing of the same was 28th February 2013

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company''s operations involve low energy consumption, due attention was paid to optimize the use of energy by improved operational methods. The efforts to conserve and optimize the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimize the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification/alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2013 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, form part of this Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 your Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates which 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 financial year ended on that date.

c. They have taken proper and sufficient care 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.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Sd/-

Place : Noida Harish Chandra Gupta

Dated : 08.08.2013 Chairman & Managing Director


Mar 31, 2012

To the Members of ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Seventh Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31st March, 2012 as compared to the previous year is as under:

Amount Rs.in lacs

Particulars Financial Year Ended 31st March, 2012 31st March, 2011

Revenue from Operations 7627.92 47.24

Other Income 73.73 46.35

Profit / (loss) before interest, depreciation and taxation 1464.51 1130.03

Interest 193.31 161.36

Depreciation 195.95 150.24

Profit before Taxation 1075.25 818.43

Taxation 347.78 279.33

Profit after tax 727.47 539.10

Profit brought forward 1421.05 1025.94

Profit available for appropriation 2148.52 1565.04

Appropriations:

Proposed dividend 77.27 77.27

Dividend Tax 12.53 12.83 Transfer to General Reserve 75.10 53.89

Surplus carried to Balance Sheet 1983.62 1421.05

Dividend

Your Directors are pleased to recommend a dividend of Rs 2.50 per share of Rs 10/- each i.e. 25% for the financial year ended 31st March, 2012, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs 89.80 lacs including dividend tax.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend relating to the financial year 2004-05 is due for remittance on 4th November, 2012 to the Investor Education and Protection Fund established by the Central government.

Year in retrospect

Your Company has registered the highest ever turnover of Rs 7701.65 Lacs representing an increase of 28.50% over previous year's turnover of Rs 5993.59 lacs. The Export turnover during the year was Rs 4595.90 lacs as compared to Rs 3488.77 lacs in the preceding year, this amounts to an increase of 31.73% over last year. Export Sales constitutes 58.26% of total sales.

Outlook

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 6.50% in 2012- 13. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company had setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The Subsidiary Company did not commence its business activities due to downturn in European economy particularly in manufacturing sector. It was decided to defer the commencement of business activities of the German subsidiary to the later part of the current year. Continued acceptance of the Company's products in established markets and new markets in Middle East and America and the operations of Warehouse and Marketing Offices in U.K. and Australia would lead to increased export turnover.

Subject to the unforeseen circumstances, the Company is expected to register an improved performance in 2012-13.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers have been installed in existing location. Your Company had also acquired Industrial Land of 20,000 Sqm but has not been able to commence construction activities due to lack of proper infrastructure at the site. It is planned to start construction for production facilities at the said new location in the third quarter of the current year and it would take around one year to complete the work.

Fixed deposits

Your Company has not accepted any fixed deposits during the year.

Subsidiary Company

Your Company had setup a wholly owned subsidiary in Germany in the name and style â€Â˜Roto Pumpen GmbH. The subsidiary company has yet not started its business activities and the same may be stared during the later part of the current year. Annual accounts of the subsidiary company in terms of the provisions of section 212 (1) read with section 212 (2) a (ii) of the Companies Act, 1956 are annexed. A statement pursuant to the provisions of Section 212 (3) and Section 212 (5) of the Companies Act, 1956 in respect of the subsidiary company is also annexed. The Consolidated Financial Statements include financial results of the subsidiary company.

Listing of Shares

The Equity Shares of your Company are presently listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai

- 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur - 208 001. The Annual Listing fee for the year has been fully paid.

Directors

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mrs. Asha Gupta and Mr. Arvind Veer Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Auditors

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Cost Auditor

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March , 2012.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2012 are annexed and marked as Annexure - 1 which forms part of this report.

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2012 are annexed and marked as Annexure 2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditor's Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care 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.

d. They have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board Place : Noida Harish Chandra Gupta

Dated : 13.08.2012 Chairman & Managing Director


Mar 31, 2011

To the Members of

ROTO PUMPS LIMITED

The Directors have pleasure in presenting herewith the Thirty Sixth Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended 31 st March, 2011.

FINANCIAL RESULTS

The summarized financial performance of the Company for the financial year ended 31 st March, 2011 as compared to the previous year is as under:

Amount Rs. in lacs

Particulars 2010-11 2009-10

Sales Turnover 6,155.08 5,144.70

Other Income 74.75 21.75

Profit / (loss) before interest, depreciation and taxation 1,130.52 876.24

Interest 161.36 115.15

Depreciation 150.24 133.49

Profit before Taxation 818.91 627.60

Taxation 280.05 212.16

Profit after tax 538.86 415.44

Profit brought forward 1,025.94 713.98

Profit available for appropriation 1,564.80 1,129.42

Appropriations

Proposed dividend 77.27 61.85

Dividend Tax 12.59 10.50

Transfer to General Reserve 53.89 31.16

Surplus carried to Balance Sheet 1,421.05 1,025.94

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50 per share of Rs. 10/- each i.e. 25% for the financial year ended 31 st March, 2011, which if approved by the members at the forthcoming Annual General Meeting will be paid out of the profits of the Company for the said year. The payout of Dividend will involve cash outflow of Rs. 90.10 lacs including dividend tax.

YEAR IN RETROSPECT

Your Company has registered the highest ever turnover of Rs. 6,155.08 Lacs representing an increase of 19.64% over previous year's turnover of Rs. 5,144.70 lacs. The Export turnover during the year was Rs. 3,488.77 lacs as compared to Rs. 2,742.44 lacs in the preceding year, this amounts to an increase of 27.21% over last year. Export Sales constitutes 56.68% of total sales.

OUTLOOK

Your Company's operations are showing consistent improvements. Indian Economy is expected to grow by 7.50% in 2011-12. This would offer growth opportunities particularly in infrastructure development and related projects which would result in increased opportunities for growth of the Company.

On the International front, your Company has setup a wholly owned subsidiary company in Germany to carry on sales and marketing activities in Germany and adjoining German speaking Countries to cater to the customers in that region more effectively. The subsidiary company would start its business activities in the later part of the current year. Continued acceptance of the Company's products in established markets and the operations of Warehouse and Marketing Offices in U. K. and Australia and functioning of German subsidiary, would lead to increased export turnover.

With the above, subject to unforeseen circumstances, the Company is expected to register an improved performance in 2011-12.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired efficient machines / machining centers. The new machines / machining centers are being installed at existing location. Your Company has also acquired an Industrial Land of 20,000 Sqm but has not been able to complete the modernization of the production facilities on this land, as the infrastructure development work on the land is not complete. Your Company may be able to start construction for production facilities and office at the said new location in the third quarter of the current year and it would take around one year to complete the work.

In order to introduce more cost effective and efficient products, the Company has also acquired new designs from United Kingdom. The new design pumps are currently under prototype development stage and would be launched in the market in the next financial year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year.

SUBSIDIARY COMPANY

Your company did not have any subsidiary company as on 31 st March, 2011. However, a wholly owned subsidiary company, in the name and style 'Roto Pumpen GmbH is setup in Germany during the financial year 2011-12, which would start its business activities in the later part of the current year.

LISTING OF SHARES

The Equity Shares of your Company are presently listed at the Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001, The Delhi Stock Exchange Association Ltd., DSE House, 3/1, Asaf AN Road, New Delhi - 110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001. The Annual Listing fee for the year has been fully paid.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Shri B. S. Ramaswamy and Shri Anurag Gupta, Directors are due to retire from the Board by rotation, and are eligible for re-appointment.

Shri Anand Bordia was appointed as a director in the, casual vacancy caused by the resignation of Shri K Chandramauli and holds office upto the date of the ensuing annual General Meeting. Your company has received a notice from a member alongwith the requisite security deposit signifying his intention to propose the candidature of Shri Anand Bordia for the office of the director of the Company.

AUDITORS

The term of the present Auditors of the Company, M/s A. Kay Mehra & Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

BRANCH AUDITORS

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U. K., M/s G C Perry & Co., Certified Practicing Accountant, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

COST AUDITOR

M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi were appointed as the Cost Auditor of the Company pursuant to an order made under section 233 B of the Companies Act, 1956 for conducting audit of the cost accounts maintained by the Company for the financial year ended 31 st March, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

CONSERVATION OF ENERGY:

Although the Company's operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The Company made further progress in the product development work for complete range of pumps as well as developing other cost effective pumps. The Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31 st March, 2011 are annexed and marked as Annexure - 1 which forms part of this report.

PERSONNEL

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of the Company. The relations between the management and the employees continue to be cordial. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the financial year ended 31st March, 2011 are annexed and marked as Annexure 2, which forms part of this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors' Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the financial year ended on that date.

c. They have taken proper and sufficient care 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.

d. They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to the Company.

For and on behalf of the Board

Place : Noida Harish Chandra Gupta

Dated : 06.08.2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting herewith their Thirty Fifth Annual Report and Audited Statement of Accounts of your Company for the financial year ended 31st March, 2010.

Financial Results

The summarised financial performance of your Company for the financial year ended 31 st March, 2010 as compared to the previous year is as under:

Amount (Rs. in lacs)

Particulars 2009-10 2008-09

Total Income 5,144.70 5,240.75

Profit(Loss) before Interest, Depreciation and Taxation 876.24 760.96

Less: Interest 115.15 120.37

Depreciation 133.49 120.50

Profit / (Loss) before Tax 627.60 520.09

Less: Provision for Income Tax 230.78 167.11

Provision for Fringe Benefit Tax - 10.56

Deferred Income Tax Charge/(Credit) (18.89) 9.24

Wealth Tax 0.29 0.13

415.42 333.05

Less: Adjustment for Income Tax for earlier years (0.02) 2,54

Adjustment for Fringe benefit tax for earlier years 0.04 -

Profit after Tax 415.44 330 51

Add: Balance brought forward from previous year 713.98 480.93

Profit available for Appropriation 1,129.42 81143 Appropriations

Proposed Dividend 61.82 61.82

Dividend Tax 10.50 10.50

Transfer to General Reserve 31.16 25 13

Surplus carried to Balance Sheet 1,025.94 713.98

Dividend

Your Directors are pleased to recommend a dividend of Rs. 21- per share (i.e. 20% on equity share of Rs 10/- each) for the financial year ended 31st March, 2010, which if approved by the members at the forthcoming Annual General Meeting, will be paid out of the profits of your Company for the said year. The payout of Dividend will involve cash outflow of Rs 72.32 lacs including dividend tax.

Year in retrospect

Your Company has achieved a total turnover of Rs. 5144.70 lacs against Rs. 5240.75 lacs in the previous year. The decrease in turnover was due to lower export sales of Rs. 2742.44 lacs as compared to Rs. 3044.47 lacs in the preceding year, which was mainly due to recessionary trend in the International market. Domestic sale during the year was Rs. 2402.26 lacs against Rs. 2173.82 lacs during the previous year. Warehouse cum Marketing Office in Australia and U K. achieved Sales turnover of Rs 2068.48 lacs against Rs 2310 18 lacs during the previous year. The profit after tax during the year was Rs 415.44 lacs as compared to Rs 330.51 lacs in the preceding year.

Outlook

Your Companys operations are showing improvements. Indian Economy is on a growth path and investment in new projects / infrastructure development is expected to grow, which would result in increased opportunities for growth of your Company.

On the International front, economic conditions are showing improvement. Continued acceptance of your Companys products in established markets and the operations of Warehouse cum Marketing Offices in U. K. and Australia, would lead to increased export turnover.

With the above, the performance of your Company is expected to register an improvement in 2010-11.

Your Company has undertaken an expansion cum modernization of the production facilities to augment its capacities as well as steps to improve operational efficiencies to cater to increased demand. In this direction, your Company has acquired some efficient machinery and also looking for other machineries. Your Company has got possession of its Industrial Land of 20,000 Sqm at Greater Noida, which would enable it to embark on expansion and complete modernisation of its production facilities

Fixed deposits

Your Company has not accepted any fixed deposits during the year

Information under Listing Agreement

The Equity Shares of your Company are presently listed at Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001, The Delhi Stock Exchange Association Ltd., DSE House, 3 /1, Asaf Ali Road, New Delhi -110 002 and The U. P. Stock Exchange Association Ltd., Padam Towers, 14/113, Civil Lines, Kanpur-208 001 The Annual Listing fee for the year has been fully paid.

Directors

Shri G. K. Arora, Chairman of the Board of your Company passed away on 5th November, 2009 and as such ceased to be a director of your Company. Shri K. Chandramouli ceased to be a director due to resignation.

The Board of Directors of your Company had appointed Dr. Ramesh Chandra Vaish in the casual vacancy caused due to the sad demise of Shri G. K. Arora and Shri Anand Bordia in the casual vacancy caused due to the resignation of Shri K. Chandramouli. The Board had also appointed Shri Vijoy Kumar as an Additional Director of your Company. The Board of Directors had also re- designated Shri Harish Chandra Gupta as Chairman & Managing Director and Shri Anurag Gupta as Dy Managing Director of your Company

Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar hold office upto the date of ensuing Annual General Meeting Your Company has received notices from the shareholders of your Company signifying their intention to propose candidature of Dr. Ramesh Chandra Vaish and Shri Vijoy Kumar for the office of Directors of your Company.

Pursuant to the provisions of the Companies Act, 1956 read with the Articles of Association of your Company, Shri Arvind Veer Gupta and Srht. Asha Gupta, Directors retire from the Board by rotation and are eligible for re-appointment

Auditors

The term of present Auditors of your Company, M/s A. Kay Mehra& Co., Chartered Accountants, New Delhi, will expire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment

The observation of the Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further information / clarification.

Branch Auditors

The term of the Branch Auditors of the Warehouse cum Marketing Office of your Company in Australia and U K, M/s G C Perry & Co., Certified Practicing Accountant, Australiaand M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Particulars with respect to conservation of energy etc. as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are as under:

Conservation of Energy:

Although your Companys operations involve low energy consumption, due attention was paid to optimise the use of energy by improved operational methods. The efforts to conserve and optimise the use of energy by improved operational methods and other means will continue.

The Efforts to conserve and optimise the use of energy have an impact of reducing energy consumption and thereby reducing cost of production of goods.

Technology Absorption, Adaptation and Innovation:

Your Company made further progress in the product development work for completing range of pumps as well as developing other cost effective pumps. Your Company is constantly exploring the possibility of diversification / alliance by contacting leading overseas manufacturers of fluid engineering equipment.

Foreign Exchange Earnings and Outgo:

Particulars with respect to Foreign Exchange Earnings and Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 for the financial year ended 31st March, 2010 are annexed and marked as Annexure -1, which forms part of this report

Personnel

The Board places on record its appreciation of the hard work and dedicated efforts put in by all the employees of your Company. The relations between the management and the employees continue to be cordial. The information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 for the finacial year ended 31st March 2010 are annexed and marked as Annexure-2, which forms part of this report.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report and Corporate Governance Report as well as the Auditors Certificate regarding compliance of the conditions of Corporate Governance, form part of this Annual Report.

Directors responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that;

a. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith the proper explanation relating to material departures.

b They have selected such accounting policies and applied them consistently and nriade judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March, 2010 and of the profit of your Company for the financial year ended on that date.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation of the co-operation, support and assistance extended by the Government Departments, Banks, Business Associates and are especially grateful to all the Shareholders for their support and the confidence reposed in the Company, which has been a source of immense strength to your Company.

For and on behalf of the Board

Place Noida Harish Chandra Gupta

Dated 02 08 2010 Chairman & Managing Director