Mar 31, 2015
The Directors have pleasure in presenting the 39th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2015.
1. FINANCIAL RESULTS:
InRs,
2015 2014
Turnover 857,163,965 893,095,994
Profit Before Interest,
Depreciation & Tax 82,843,934 78,047,811
Less : Interest 43,741,763 38,133,961
Less: Depreciation 37,496,015 38,867,030
Profit Before Tax 1,606,156 1,046,820
Less : Provision for Taxation,
including Deferred Tax Liability (1,199,115) (1,612,347)
Profit After Tax 2,805,271 2,659,167
Add : Amount brought forward
from last year 39,454,112 38,783,860
APPROPRIATIONS :
Profit available for
Appropriation 42,259,383 41,443,027
Proposed Dividend 1,700,000 1,700,000
Tax on Proposed Dividend 346,086 288,915
Transfer to General Reserve
Balance carried forward
to Balance Sheet 40,213,297 39,454,112
2. OPERATIONS AND FUTURE PROSPECTS:
The slowdown of the Indian economy and cash crunch in the market
continued during this year also. This has heavily impacted growth plan
of the Company. Effective control on cost and continuous improvements
in efficiencies have supported Company in maintaining the
profitability.
Company continued its efforts of developing new market. During the
year, Company has introduced new range of products. It is expected that
the Company shall be appropriately benefited in near future.
During the year under review, industrial relations continued to be
harmonious. The Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports, during the year, is Rs, 1711.23 lacs, as
against Rs, 1615.75 lacs in the previous year.
3. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in nature of
business of the Company.
4. DIVIDEND:
Your Directors have pleasure in recommending a payment of dividend at
the rate of 10% on Equity Shares amounting to Rs, 0.50 per share for
the financial year ended 31st March, 2015. Board recommends the
dividend for approval of the members.
5. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any
amount to its reserves.
6. CHANGES IN CAPITAL OF THE COMPANY: There are no changes in the
capital of the Company.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY: Not Applicable.
8. DEPOSITS:
The Company has not accepted deposits
9. DIRECTORS:
Mr. S.N. Inamdar has retired as Director. He was Chairman of the
Company from 2009 to 2014. The Company appreciates his immense
contribution for the growth of the Company during his tenure as
Director.
During the year, Company has appointed Dr. Ketan Vikas Pai as an
Additional Director w.e.f. 27th September, 2014, as per the provisions
of Companies Act, 2013, and is eligible to be appointed as a Director
of the Company in the forthcoming Annual General Meeting. The Board
recommends his appointment.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors
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;
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 and of the profit 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 this Act 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 were devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively;
f) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively.
11. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors duly met 6 (six) times on 30.05.2014, 04.08.2014
(meeting adjourned to 21.08.2014 and concluded), 27.09.2014,
14.11.2014, 11.02.2015 & 30.03.2015, in respect of which proper notices
were given and the proceedings were properly recorded and signed.
The Audit Committee of the Board of Directors also met 3 (three) times
on 22.09.2014, 10.11.2014 & 06.02.2015, in respect of which proper
notices were given and the proceedings were properly recorded and
signed.
The details of the Board Meetings and the Directors who attended the
meetings are given below:
SI. Dates of Meeting Attended by
No.
1. 30.05.2014 S.N. Inamdar, M.L. Apte & D.B. Kulkarni
2. 04.08.2014 S.N. Inamdar, PA Kulkarni, S.S.Shirgaokar,
M.L. Apte, D.C. Shroff &D.B. Kulkarni
3. 21.08.2014 (Adjourned S.N. Inamdar, P.A. Kulkarni,
D.C. Shroff,,M.L. Apte & D.B. Kulkarni
Meeting)
4. 27.09.2014 P.A. Kulkarni, D.C. Shroff, S.S.
Shirgaokar, S.C. Kirloskar, M.L. Apte,
D.B. Kulkarni & Prabha Kulkarni
5. 14.11.2014 P.A. Kulkarni, D.C. Shroff, S.S.
Shirgaokar, M.L. Apte, D.B. Kulkarni,
Ketan Pai & Prabha Kulkarni
6. 11.02.2015 P.A. Kulkarni, S.S. Shirgaokar, S.C.
Kirloskar, D.B. Kulkarni, Ketan
Pai & Prabha Kulkarni
7. 30.03.2014 P.A. Kulkarni, D.C. Shroff, M.L. Apte,
S.S. Shirgaokar, S.C. Kirloskar,
D.B. Kulkarni & Prabha Kulkarni
The details of the Audit Committee Meetings and the Directors who
attended the meetings are given below:
SI. Dates of Meeting Attended by
No.
1. 22.09.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
2. 10.11.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
3. 06.02.2015 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
12. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of
the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, is attached as ANNEXURE-I to this Report.
13. SECRETARIAL AUDIT REPORT:
During the year under review, the Company has obtained the Secretarial
Audit Report in Form MR-3 and the same is attached as ANNEXURE-II to
this Report
14. STATUTORY AUDITOR:
The appointment of Auditors M/s P.G.Bhagwat, Chartered Accountants,
Pune, is for the period of 3 years till the conclusion of Annual
General Meeting for the financial year 2017, but subject to the
ratification at every Annual General Meeting by the members of the
Company.
The Board recommends the same for the ratification by the members at
the forthcoming Annual General Meeting.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A) CONSERVATION OF ENERGY
This industry does not fall under Schedule prescribed under Rule(2).
Efforts are made to keep the consumption of Power and Fuel to a minimum
level. Kulkarni Power Tools Ltd., also generates clean power by use of
wind power.
B) TECHNOLOGY ABSORPTION
I) Specific areas in which R&D carried out:
- Enhancing life of electric motors,
- Reducing maintenance cost of products,
- Development of new
products/designs/procedures/methods/materials/machines/ tools in
existing products/processes in related manufacturing areas,
- Improving the electrical characteristics of the motors.
II) Benefits derived as a result of above R&D:
- Improved performance/longer service life of product,
- Complete safety,
- Cost reduction,
- Enhancement of quality and service to the customers.
III) Future plan of action:
Company plans to continue development activities on the above lines,
IV) Expenditure on R&D:
Expenditure of revenue nature incurred on R&D is charged under the
respective heads, Capital expenditure on acquisition of assets for R&D,
if any, is depreciated as Plant & Machinery.
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
The Company has not imported any technology during the last twelve
years. There is a continuous flow of information between the Company
and the key suppliers from abroad. The Company's key managers also
visit various markets and are exposed to latest products and
technologies. Interaction with Suppliers of key components, on a
regular basis, keeps the Company abreast with the latest development in
product technology, manufacturing process and methods, quality
assurance, marketing and management systems. We have, over the years,
built requisite infrastructure and technically competent manpower to
translate and adopt the latest technical know-how into improved
products for our customers.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not advanced any loans/
given guarantees / provided securities or made any investments.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year,
were on an arm's length basis and were in ordinary course of business.
There were no materially significant related party transactions with
the Company's Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit
Committee for its omnibus approval and the particulars of contracts
entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III
to this Report.
18. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
During the year under review, the Board has initiated formal evaluation
process for its own performance and of its own committees and
individual directors, pursuant to Section 134 (3) (p) of the Companies
Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014.
19. NOMINATION AND REMUNERATION COMMITTEE:
The Company has framed Nomination and Remuneration Committee to decide
appointment and remuneration of Directors, Independent Directors and
Key Management Personnel.
20. AUDIT COMMITTEE:
The Audit Committee of the Board, pursuant to Section 177(2) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014, consists of 3 (Three) Directors. Out of which
2 (Two) Directors are Independent Directors and constitutes majority.
21. VIGIL MECHANISM:
The Company has established a Vigil Mechanism for Directors and
employees to report their genuine concerns and to provide adequate
safeguards against victimisation of persons who use such mechanism.
22. RISK MANAGEMENT POLICY:
The Board of Directors of Company is continuously monitoring various
risk attached to business. On regular basis, Board and senior managers
identify the risk elements. Board and senior managers, on the basis of
past experience, ensure management of risk and take necessary steps to
mitigate the risks.
In the opinion of the Board there are no risk elements which may
threaten the existence of the Company, except general market risks,
risk due to effect of changes in government policies, competition risks
and risk due to natural calamities.
23. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
Company does not have any Subsidiary, Joint Venture or Associate
Companies.
24. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: Not Applicable
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (IF APPLICABLE)
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
No such cases were reported during the Financial Year 2014-2015.
26. ACKNOWLEDGEMENT:
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. At the same time, Board of Directors sincerely
appreciates and thanks its esteemed Shareholders for their continued
support and confidence reposed in the Company.
Your Directors also with to express their thanks to all the employees
for their contribution during the year.
For & On behalf of the Board of Directors
Pune Prakash Kulkarni Dilip Kulkarni
12th August, 2015 Managing Director Executive Director
DIN : 00052342 DIN: 00184727
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 38th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2014.
FINANCIAL RESULTS :
In Rs.
2014 2013
Turnover 893,095,994 863,059,614
Profit Before Interest, Depreciation & Tax 78,047,811 97,424,128
Less : Interest 38,133,961 39,928,521
Less : Depreciation 38,867,030 38,779,379
Profit Before Tax 1,046,820 18,716,228
Less : Provision for Taxation including
Deferred Tax Liability (1,612,347) 4,780,837
Profit After Tax 2,659,167 13,935,391
Add : Amount brought forward from last year 38,783,860 29,926,299
APPROPRIATIONS :
Profit available for Appropriation 4 1,443,027 43,861,690
Proposed Dividend 1,700,000 3,400,000
Tax on Proposed Dividend 288,915 577,830
Transfer to General Reserve - 1,100,000
Balance carried forward to Balance Sheet 39,454,112 38,783,860
MANAGEMENT REVIEW :
The unprecedented slowdown of the Indian economy and the cash crunch in
the market, have been the main reasons for the low performance.
Most of the steps undertaken by the Company to support the needs of the
market are completed. It is expected that the Company shall be
appropriately benefited, in near future.
During the year under review, industrial relations continued to be
harmonious. Your Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports during the year is Rs.1,615.75 lacs which was
Rs.1,314.25 lacs in the previous year.
DIVIDEND :
Your Directors are pleased to recommend a payment of dividend at the
rate of 10% for the year ended 31st March, 2014.
FIXED DEPOSITS :
During the year, the Company accepted Fixed Deposits of Rs.13,50,000 and
repaid the Fixed Deposits of Rs.1,38,45,000.
OTHER STATUTORY INFORMATION :
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "A" forming part of this report.
DIRECTORS :
The Companies Act, 2013 provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013,
provides that independent director shall hold offce for a term of five
consecutive years on the Board of a Company and shall be eligible for
reappointment on passing a special resolution by the shareholders of
the Company.
Sub-section (11) states that no independent director shall be eligible
for more than two consecutive terms of five years. Sub-section (13)
states that the provisions of Sub-section (6) and (7) of Section 152 of
the Act shall not apply to such independent directors.
Our non-executive directors were appointed as directors liable to
retire by rotation under the provisions of erstwhile Companies Act,
1956, and they are independent directors. The Company is required to
appoint independent directors within a period of one year from the date
of notifcation of Sections 149 and 152 i.e. from 1st April, 2014. All
of them are seeking appointment as independent directors be considered
by shareholders for appointment as independent directors for a period
of five years.
As all the non-executive directors will be considered for appointment
as independent directors in the ensuing Annual General Meeting and
their offce will not be liable to retire by rotation; the Company, in
order to comply with the provisions of Section 152 of the Companies
Act, 2013, is required to alter the terms of executive directors from
not liable to retire by rotation to liable to retire by rotation. The
directors recommend the proposed resolutions for the consideration by
shareholders.
Mr.S.N.Inamdar is liable to retire by rotation at the ensuing Annual
General Meeting. He retires by rotation at the end of ensuing Annual
General Meeting and does not seek reappointment owing to his busy
schedule and commitments and limitations imposed by the Companies Act,
2013.
The Board would like to thank and record its appreciation for his wise
counsel, and valuable contribution during his tenure as Director from
1992 and as a Chairman from January 2010 to the date of ensuing Annual
General Meeting.
It is proposed to fll up the vacancy created by retirement of
Mr.S.N.Inamdar by appointing Mrs.Prabha.P.Kulkarni, as Director by the
Board of Directors in its meeting held on 21st August, 2014.
Mrs.Prabha.P.Kulkarni is a Mechanical Engineer from Shivaji University,
having passed her B.E. degree in 1966. She has attended various short
courses on Production, Engineering, Job Evaluation, Inventory Control
and Store Keeping, Communications, Jig & Fixture designing, Cutting
Tools and their design, Incentive System Production Planning &
Inventory Control, Plant Layout and Material Handling conducted by
National Productivity Council. She has also attended short courses like
Value Analysis & Value Engineering, Industrial Relations, T. A.
Techniques, Managing Organisational Changes etc., conducted by
Indo-American Society and Training in Statistical Quality Control (SQC)
and Organizing Quality Circles.
She has also attended various seminars and training courses conducted
by Confederation of Indian Industry, The Institute of Indian Foundrymen
etc, in the feld of Management in general and production techniques
like Low Cost Automation etc., in particular.
From 1967, she has been working in different capacities. She is
currently a Director of M/s.Trimurti Engineering Tools Pvt.Ltd.,
Sangli. She was actively involved in formation of this Company as joint
venture with Black & Decker Corporation, USA, to manufacture power
tools, in India in 1976. She was also involved in setting up
manufacturing of Roots Blowers in collaboration with M/s.Howden Wade
Ltd., U.K.
She was a National President of The Institute of Indian Foundrymen
(IIF), Chairperson of Maharashtra State Committee of Confederation of
Indian Industry (CII), Chairperson of Local Managing Committee of
Walchand College of Engineering, Vishrambag, Sangli and Member of the
Board of Governors of Dattajirao Kadam Technical Institute,
Ichalkaranji, District Chairman of International Inner Wheel Club
Dist.317 and Director of Maharashtra State Small Scale Development
Corporation Ltd. She was selected by American Biographical Institute
as Woman of the Year 1999 for signifcant career achievement and
contribution to the Society. In addition, she is involved in various
social and industrial activities at Sangli district, on a regular
basis. She is recipient of ''FIE'' Foundation Award for outstanding
contribution in engineering industry.
Mrs.Kulkarni is President of "Sangram" an organization involved in
fghting Aids in commercial sex workers and Vice President of
Siddihivinayak Cancer Hospital, Miraj. She is also a Member of Women
Scientists'' Association, Women Engineering Association and Kolhapur
Productivity Council.
The Company has received notice in writing under the provisions of
Section 160 of the Companies Act, 2013, from a member alongwith a
deposit of Rs.1,00,000, proposing the candidature of Mrs.Prabha
Kulkarni, for the offce of a Director, to be appointed as such under
the provisions of Section 149 of the Companies Act, 2013. The Board
recommends the resolution for the approval of members.
The Board has constituted the Audit Committee consisting of
Mr.S.S.Shirgaokar, Chairman, Mr.M.L.Apte, Member and Mr.D.B.Kulkarni,
Member.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the information received from the management,
confrm that -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 at the end of the fnancial year and of the Profit of the
Company for that period;
iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment. As per the provisions of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014 Board recommend
reappointment for a period of three years.
ACKNOWLEDGEMENT:
The Directors wish to acknowledge with deep sense of appreciation for
continued efforts of Mr.P.A.Kulkarni, Managing Director and
Mr.D.B.Kulkarni, Executive Director, in the progress of the Company.
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. At the same time, Board of Directors sincerely
appreciates and thanks its esteemed Shareholders for their continued
support and confdence reposed in the Company.
Your Directors also wish to express their thanks to all the employees
for their contribution during the year.
For & On behalf of the Board of Directors
Mumbai S.N.Inamdar
21st August, 2014 Chairman
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the 37th Annual Report,
together with the Audited Accounts of the Company for the year ended
31st March, 2013.
FINANCIAL RESULTS :
In Rs.
2013 2012
Turnover 863,059,614 898,738,023
Profit Before Interest, Depreciation & Tax 97,424,128 99,470,937
Less : Interest 39,928,521 40,928,034
Less : Depreciation 38,779,379 38,441,810
Profit Before Tax 18,716,228 20,101,093
Less : Provision for Taxation including
Deferred Tax Liability 4,780,837 6,451,120
Profit After Tax 13,935,391 13,649,973
Add : Amount brought forward from last year 29,926,299 25,746,054
APPROPRIATIONS :
Profit available for Appropriation 43,861,690 39,396,027
Proposed Dividend 3,400,000 2,125,000
Tax on Proposed Dividend 577,830 344,728
Transfer to General Reserve 1,100,000 7,000,000
Balance carried forward to Balance Sheet 38,783,860 29,926,299
MANAGEMENT REVIEW :
Understanding the evolving need of the markets for both Power Tools and
Blowers, your Company has taken many steps to address the product gaps.
We expect the visibility of the result of all such steps by the current
year end.
During the year under review, Industrial relations continued to be
harmonious. Your Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports during the year is Rs. 1,314.25 lacs which was
Rs. 1,241.56 lacs in the previous year.
DIVIDEND :
Your Directors are pleased to recommend a payment of dividend at the
rate of 20% for the year ended 31st March, 2013.
FIXED DEPOSITS :
During the year, the Company accepted Fixed Deposits of Rs. 5,00,000
and repaid the Fixed Deposits of Rs. 15,11,000. Whereas, one deposit of
Rs. 15,000 was due for repayment but remained unclaimed.
OTHER STATUTORY INFORMATION :
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "A" forming part of this report.
DIRECTORS :
Mr.M.L.Apte and Mr.D.C.Shroff, Directors, retire by rotation on the
date of the Annual General Meeting and, being eligible, they offer
themselves for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the information received from the management,
confirm that -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS :
M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment.
ACKNOWLEDGEMENT :
The Directors wish to acknowledge with deep sense of appreciation for
continued efforts of Mr.Prakash Kulkarni, Managing Director and
Mr.Dilip Kulkarni, Executive Director, in the progress of the Company.
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. At the same time, Board of Directors sincerely
appreciates and thanks its esteemed Shareholders for their continued
support and confidence reposed in the Company.
Your Directors also wish to express their thanks to all the employees
for their contribution, during the year.
For & On behalf of the Board of Directors
Kolhapur S.N.Inamdar
29th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 36th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2012.
FINANCIAL RESULTS : In Rs.
2012 2011
Turnover 900,637,064 884,555,539
Profit Before Interest, Depreciation & Tax 99,470,937 131,173,726
Less : Interest 40,928,034 38,404,145
Less : Depreciation 38,441,810 35,732,831
Profit Before Tax 20,101,093 57,036,750
Less : Provision for Taxation including
Deferred Tax Liability 6,451,120 18,222,690
Profit After Tax 13,649,973 38,814,060
Add : Amount brought forward from last year 25,746,054 24,835,124
APPROPRIATIONS :
Profit available for Appropriation 39,396,027 63,649,184
Proposed Dividend 2,125,000 6,800,000
Tax on Proposed Dividend 344,728 1,103,130
Transfer to General Reserve 7,000,000 30,000,000
Balance carried forward to Balance Sheet 29,926,299 25,746,054
MANAGEMENT REVIEW :
The Indian economy has shown signs of uncertainty in the year mainly on
account of inflationary pressure. The impact of adverse exchange rate
added to the problems of the Indian companies. Unfortunately, your
Company also has suffered due to these factors.
These factors have pressurized your Company to look inward and improve
the systems across the Company. This process is continued. We believe
that your Company will deliver good results in the coming year.
During the year under review, Industrial relations continued to be
harmonious. Your Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports during the year is Rs. 1241.56 lacs which was Rs.
1049.35 lacs in the previous year.
DIVIDEND :
Your Directors are pleased to recommend a payment of dividend at the
rate of 12.5% for the year ended 31st March, 2012.
FIXED DEPOSITS :
During the year, the Company accepted Fixed Deposits of Rs. 24,85,000 and
repaid the Fixed Deposits of Rs. 29,62,000. Whereas, 14 deposit holders
aggregating fixed deposits of Rs. 3,21,000 were due for repayment but
remained unclaimed.
OTHER STATUTORY INFORMATION :
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "A" forming part of this report.
DIRECTORS :
Mr.S.N.Inamdar and Mr.S.S.Shirgaokar, Directors retire by rotation on
the date of the Annual General Meeting and being eligible, they offer
themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the information received from the management,
confirm that -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS :
M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment. '
ACKNOWLEDGEMENT :
The Directors wish to acknowledge with deep sense of appreciation for
continued efforts of Mr.Prakash Kulkarni, Vice Chairman & Managing
Director and Mr.Diiip Kulkarni, Executive Director, in the progress of
the Company.
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. At the same time, Board of Directors, sincerely
appreciates and thanks its esteemed Shareholders for their continued
support and confidence reposed in the Company.
Your Directors also wish to express their thanks to all the employees
for their contribution during the year.
For & On behalf of the Board of Directors
Place : Mumbai S.N. Inamdar
Date : 29th May, 2012 Chairman
Mar 31, 2011
To ,
The Members,
The Directors have pleasure in presenting the 35th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2011.
FINANCIAL RESULTS :
2011 2010
Rs. Rs.
Turnover 884,555,539 652,319,468
Profit Before Interest,
Depreciation & Tax 131,173,726 134,038,212
Less : Interest 38,404,145 29,150,828
Less : Depreciation 35,732,831 33,554,699
Profit Before Tax 57,036,750 71,332,685
Less : Provision for Taxation
including Deferred Tax Liability 18,222,690 25,145,858
Profit After Tax 38,814,060 46,186,827
Add : Amount brought forward
from last year 24,835,124 16,577,692
APPROPRIATIONS :
Profit available for
Appropriation 63,649,184 62,764,519
Proposed Dividend 6,800,000 6,800,000
Tax on Proposed Dividend 1,103,130 1,129,395
Transfer to General Reserve 30,000,000 30,000,000
Balance carried forward to
Balance Sheet 25,746,054 24,835,124
MANAGEMENT REVIEW :
We expect Indian economy to clock a GDP growth rate around 8% with
substantial investment in housing, infrastructure and industry. Demand
for Company's products is expected to continue to clock double digit
growth.
We continue to improve our systems and delivery both in domestic and
export markets. With re-established marketing network, our top line has
increased by 35%. However, due to increased expenses in sales and
marketing, our profits before taxes have not shown commensurate growth.
Our brand recall continues to provide us with confidence to maintain
our performance and growth, in the coming year 2011-12.
During the year under review, Industrial relations continued to be
harmonious. Your Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports during the year is Rs.1,049.35 lacs which was
Rs.932.26 lacs in the previous year.
EMPLOYEE STOCK OPTION SCHEME (ESOP) :
In order to motivate the employees and to enable them to participate in
the long-term growth and financial success of the organization, the
Board has proposed to grant Employee Stock Options to
employees/Directors through one or more Employee Stock Option Schemes,
as per applicable SEBI Guidelines. This would also enable the Company
to retain talent and to develop a sense of ownership among employees,
who are the most valuable resources of the Company.
Pursuant to Section 81(1A) and other applicable provisions of the
Companies Act, 1956, necessary resolution is placed for the approval of
members at the ensuing Annual General Meeting.
DIVIDEND :
Your Directors are pleased to recommend a payment of dividend at the
rate of 40 % for the year ended 31st March, 2011.
FIXED DEPOSITS :
During the year, the Company accepted Fixed Deposits of
Rs.1,73,50,000/- and repaid the Fixed Deposits of Rs.6,22,000/-.
Whereas, 16 deposit holders aggregating fixed deposits of Rs.3,38,000/-
were due for repayment but remained unclaimed.
OTHER STATUTORY INFORMATION :
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "A" forming part of this report.
DIRECTORS :
Mr.M.L.Apte and Mr.S.C.Kirloskar, Directors retire by rotation on the
date of the Annual General Meeting and being eligible, they offer
themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the information received from the management,
confirm that -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS :
M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors of the Company
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment.
ACKNOWLEDGEMENT :
The Directors wish to acknowledge with deep sense of appreciation for
continued efforts of Mr.Prakash Kulkarni, Managing Director and
Mr.Dilip Kulkarni, Executive Director, in the progress of the Company.
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. Your Directors also wish to express their thanks to all
the employees for their contribution during the year.
For & On behalf of the Board of Directors
S.N. Inamdar
Chairman
Place : Pune
Date : 26th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 34th Annual Report,
together with the Audited Accounts of the Company for the year ended
31st March, 2010.
FINANCIAL RESULTS:
2010 2009
Rs. Rs.
Turnover 652,319,468 614,467,405
Profit Before Interest,
Depreciation & Tax 134,038,212 97,359,828
Less : Interest 29,150,828 29,580,628
Less : Depreciation 33,554,699 30,235,758
Profit Before Tax 71,332,685 37,543,442
Less : Provision for Taxation
including Deferred Tax Liability 25,145,858 10,329,023
Profit After Tax 46,186,827 27,214,419
Add : Amount brought forward from
last year 16,577,692 15,841,103
APPROPRIATIONS:
Profit available for Appropriation 62,764,519 43,055,522
Proposed Dividend 6,800,000 3,400,000
Tax on Proposed Dividend 1,129,395 577,830
Transfer to General Reserve 30,000,000 22,500,000
Balance carried forward to
Balance Sheet 24,835,124 16,577,692
MANAGEMENT REVIEW / MARKETING / MANUFACTURING FACILITIES:
Indian economy has resumed its upward growth path. GDP growth forthe
year 2009-10 is expected to be around 8% and for the forthcoming year
2010-11 in the region of 8.5- 9%. Power Tools demand is buoyant and
likely to grow by 20% +. Blower demand - both domestic and export is
expected to increase due to investments in infrastructure in our
country.
Direct Marketing and Selling activities have demonstrated their
usefulness in improved PBT which has increased from Rs.3.75 Crores in
2008-09 to Rs.7.13 Crores in 2009-10.
New winding line is commissioned in March, 2010.
Our improved performance and brisk demand has created enthusiasm and
base for ambitious growth in coming future, both in domestic and
exports for both power tools and blowers. We have plans to introduce
new products and accessories as well as increase in motor business
substantially in the coming year 2010-11.
During the year under review, industrial relations continued to be
harmonious.
We feel changing attitude and culture is necessary and presents biggest
challenge in building performance driven culture in the Company. Only
when all the employees share our dream, we can make use of their and
our channel partners potential, fully. Management is charged with new
vigour and enthusiasm in facing these challenges.
MANAGEMENTCHANGES:
Mr. Dilip Kulkarni has assumed role of Executive Director of the
Company with effect from 1st April, 2010. Mr. Dilip Kulkarni has spent
over 32 years in the Company performing various roles and was the
Whole-time Director before being appointed as Executive Director. The
Board of Directors intend to professionalise the management of the
Company and ensure continuity in its strategic and managerial approach.
EXPORTS:
Your Company is making continuous efforts in the export market. The FOB
value of exports during the year is Rs. 932.26 lacs which was Rs.996.23
lacs in the previous year.
DIVIDEND:
Your Directors are pleased to recommend a payment of dividend at the
rate of 40% for the year ended 31st March, 2010.
FIXED DEPOSITS:
During the year, the Company accepted Fixed Deposits of Rs. 1,650,000
and repaid the Fixed Deposits of Rs.4,655,000. Whereas, 21 deposit
holders aggregating fixed deposits of Rs.355,000 were due for repayment
but remained unclaimed.
OTHER STATUTORY INFORMATION:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "A" forming part of this report.
A statement of employees as required under Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, is given in Annexure "B" forming part of this report.
DIRECTORS:
As mentioned in last years Annual Report, Mr.P.D.Gune, retired from
Chairmanship and directorship of the Company. The Board of Directors
would like to record their deep appreciation and gratitude for the
valuable contribution and leadership provided by Mr.P.D.Gune former
Chairman. He has been associated with the Company since its conception,
first as a Director and later as Chairman of the Board of Directors.
His business acumen, foresight and manufacturing knowledge is
responsible for indigenising and assimilating power tool technology and
evolution of cost effective manufacturing system that is at the heart
of our Company, today. He has laid foundation for future growth of
power tool company to sell power tools that are made in India by
Indians by a company owned by Indians, and designed for the Indian
consumer in mind.
The Board, in appreciation of his valuable contribution and long
association, has appointed Mr. P. D. Gune as Chairman Emeritus of the
Company w.e.f. from 26th May, 2009.
Mr.S.N.Inamdar and Mr.D.C.Shroff, Directors, retire by rotation on the
date of the Annual General Meeting and, being eligible, they offer
themselves for re-appointment.
In view of additional responsibilities, it is proposed to revise
monthly remuneration to be paid to Mr. Prakash Kulkarni, Vice Chairman
and Managing Director within overall limit of 5% of net profits, as per
Item 6 of the Notice of the Annual General Meeting.
Due to change in the management structure of the Company, the greater
responsibilities were assigned to Mr. Dilip Kulkarni, including the
task of leading the team and normalising the working. Looking to his
contribution for the achievement, it is proposed to revise the monthly
remuneration to be paid to Mr. Dilip Kulkarni within overall limit of
3% of net profits and to change his designation from Whole-time
Director to Executive Director, as per Item 7 of the Notice of the
Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the information received from the management,
confirm that -
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS:
M/s.RG.Bhagwat, Chartered Accountants, Pune, Auditors of the Company,
will retire at the forthcoming Annual General Meeting and are eligible
for reappointment.
ACKNOWLEDGEMENT:
The Directors wish to acknowledge with deep sense of appreciation for
continued efforts of Mr.Prakash Kulkami, Vice Chairman & Managing
Director and Mr.Dilip Kulkarni, Executive Director, in the progress of
the Company.
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. Your Directors also wish to express their thanks to all
the employees for their contribution, during the year.
For & On behalf of the Board of Directors
Place : Mumbai S.N. Inamdar
Date : 8th June, 2010 Chairman