Your Directors have pleasure in presenting their Twenty Seventh Annual Report togetherwith the audited statement of accounts of the Company for the financial year ended on 31stMarch, 2013.
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(Rs. in lacs)
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| ||For the year ended 31.03.2013 ||For the year ended 31.03.2012 ||For the year ended 31.03.2013 ||For the year ended 31.03.2012 |
|Sales & Other Income ||39461.75 ||41961.81 ||70438.45 ||65,550.58 |
|Profit before interest and depreciation ||5125.09 ||5254.16 ||5084.58 ||5,048.65 |
|Interest (Net) ||2957.80 ||2,826.99 ||3658.37 ||2,829.73 |
|Profit before depreciation ||2167.29 ||2427.17 ||1426.23 ||2,218.92 |
|Depreciation ||353.65 ||364.25 ||353.65 ||364.25 |
|Profit after depreciation but before Tax ||988.31 ||861.19 ||1428.47 ||1,854.67 |
|Provision for taxation ||45.18 ||168.83 ||45.18 ||168.83 |
|Adjustment of provision for earlier years ||- ||0.51 ||- ||0.51 |
|Tax adjustment for the earlier years ||501.43 ||162.81 ||501.43 ||162.81 |
|Profit after tax ||441.70 ||529.55 ||881.80 ||1,522.52 |
During the financial year under review, the total revenue for the financial year ended31st March, 2013 was Rs. 39461.75 lacs as against Rs. 41961.81 lacs during theprevious financial year ended 31st March, 2012 showing a decrease of 6.34 %.Similarly, profit after tax for the same periods were Rs 441.70 lacs and Rs.529.55 lacsrespectively showing a decrease of 20%. This is because of increase in cost ofoverheads,interest and tax adjustment of earlier years.
The consolidated Financial statements comprising the accounts, of your Company and itssubsidiaries are appended in the Annual report. On a consolidated basis, the totalturnover for the year financial year 2012-13 was Rs. 70438.45 lacs as against Rs 65550.58Lacs during the financial year 2011-12 showing an increase of 7% and the profit after taxfor the same periods were Rs. 881.80 Lacs and Rs. 1522.52 lacs respectively showing adecrease of 72.66%.
The Company has been dealing in portable power & power backup products and now hasbeen to diversify its activities, by introducing power portable products in four differentsegments viz., Power & Power back up, Construction Industry, Agricultural Industry andMarine Industry. The Company also plans to introduce fuel efficient diesel operatedproducts to the markets.
Keeping in view the tight liquidity position in the market and in order to conservefunds for working capital needs, your directors do not recommend any dividend for theFinancial Year 2012-13.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the current year, the Company has transferred Dividend (for the Year 2004-2005)amounting Rs.2,48,788/- to Investor Education and Protection Fund (IEPF), which was dueand payable and remained unclaimed and unpaid for a period of seven years, as provided inSection 205C(2), of the Companies Act, 1956.
During the period under review, Mr. Manish Malani was appointed as an AdditionalDirector by the Board of Directors of the Company on 07.11.2012, Mr. RamPrakash Mishra wasappointed as an Additional Director by the Board of Directors of the Company on 14.08.2013and Mr. Jignesh Mehta was appointed as an Additional Director by the Board of Directors ofthe Company on 14.08.2013. Their office expires at the ensuing Annual General Meeting.Pursuant to Section 257 of the Companies Act, 1956, a member has proposed his candidaturefor appoinment as a Director. Your Directors recommend their reappoinment. Mr. MahinderSingh Arora resigned from the Board w.e.f. 27.09.2012, Mr. Y.P Trivedi resigned from theBoard w.e.f. 18.10.2012, Mr. Yashovardhan Birla resigned from the Board w.e.f. 27.12.2012,Mr. Upkar Singh Kohli resigned from the Board w.e.f. 06.05.2013, Mr. Rajesh Shah resignedfrom the Board w.e.f. 08.07.2013, Mr. PVR. Murthy resigned from the Board w.e.f.14.08.2013. The Board placed on record its appreciation of the valuable services renderedby them.
During the year under review, the Company has disinvested shares of its subsidiaryviz., Vijay Puranjay Minerals Private Limited and accordingly, the relation betweenHolding Company and Subsidiary has ceased. At present, the Company has two subsidiariesviz., Birla Urja Limited and Birla Power Solutions Limited FZE.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
In terms of General Circular No. 2/2011 dated February 8, 2011, of the Ministry ofCorporate Affairs, Government of India, the Company has availed the exemption fromcompliance with Section 212 of the Companies Act, 1956. Accordingly, the consolidatedfinancial statements of the Company and its subsidiaries for the year ended 31st March,2013 together with reports of Auditor thereon and the statement pursuant to Section 212 ofthe Companies Act, 1956 form part of the Annual Report.
Information required to be provided in respect of subsidiary companies has beendisclosed separately in the Annual Report. The Financial Statements of the SubsidiaryCompanies are available for inspection by the shareholders at the Registered Office of theCompany.
REPORT ON CORPORATE GOVERNANCE
Your Company is following corporate governance norms of highest standards. As requiredunder clause 49 of the listing agreement, a report on corporate governance forms part ofthis annual report.
In view of severe liquidity faced by the Company, the overdue fixed deposits &Interest thereon as on 31st March, 2013 was Rs. 5992.28 Lacs. Directors are endeavour torepay overdue deposits and interest thereon durig the year under review.
M/s Thakur Vaidynath Aiyar & Co. Chartered Accountants, Statutory Auditors of theCompany, hold office until the conclusion of the ensuing Annual General Meeting. They haveexpressed their willingness to be reappointed for a further term. And they confirmed thattheir appointment, if approved by the shareholders, will be in conformity with theprovisions of Section 224 (1B) of the Companies Act, 1956.
EXPLANATION TO AUDITOR'S REPORT AS REQUIRED UNDER SECTION 217(3) OF COMPANIES ACT,1956.
|Clause No. in Annexure to the Auditors' Report ||Auditor's Qualification ||Directors' Reply |
|6 ||In respect of compliance by the Company with the provisions of Section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public, we have to state that these have not been complied with. The non compliance || Due to Pollution Control norms we had to discontinue the production of the existing products. Now the Company is emphasizing on the production of products which complies with the Pollution Control norms. |
| ||relates to non repayment of the deposits on the due date, non payment of interest which has become due for payment, non maintenance of liquid assets to the extent required by Rule 3A of the Companies(Acceptance of Deposits)Rules, 1975, acceptance of fresh deposits even after the Company defaulted in repayment of earlier deposits, non intimation to the Company Law Board regarding default in compliance with the || Due to the pending agreement between the Labour and Management the production was low. Now the agreement has been done with the labours for a period of five years, resulting into peaceful industrial relations and the issues are sorted out resulting into regular production. |
| ||provisions of Section 58AA of the Companies Act, 1956 as well as non compliance with the orders passed by the Company Law Board in regard to refund of certain deposits and interest thereon. || Some Fixed Deposit Holders approached Company Law Board for repayment and the Company agreed to make the payments . Some payments have been settled and some will be done on due dates |
The Company enjoyed harmonious relations with workmen and employees through out theperiod under review. Agreeement has been signed by the Company and Labour Union on 1stJanuary, 2013 for the period of five years valid till 31st December, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars of energy conservation as prescribed have not been provided, as theCompany's industry is not specified in the schedule.
The Details regarding Technology Absorption as per Form 'B' are enclosed.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(1) Activities Relating to Export
The Company is pursuing various possibilities to export its products to AfricanCountries, and Middleeast. However the company is facing stiff competition from cheapproducts of China. However the company is trying to penetrate these markets with someinnovative products.
(2) Initiatives taken to increase exports
The company is exploring the possibility of selling its products through its subsidiarycompany situated in Dubai.
(3) Development of New Export Markets for Products and Services
The company is developing new markets in Africa and Middle East.
(4) Export Plans
The company will continue its efforts to exports wherever possible.
Foreign exchange Earnings and Outgo:
|Particulars ||2012-2013 (Rs. in Lacs) ||2011-2012 (Rs. in Lacs) |
|Total Foreign exchange earnings ||NIL ||NIL |
|Total Foreign Exchange outgo ||9.22 ||61.23 |
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regardingemployees is given in the annexure to the Directors Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 withrespect to Directors' Responsibility Statement, it is hereby confirmed:
that in preparation of the annual accounts for the period ended on 31st March,2013 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period ended on 31st March, 2013 and of the profit of the Company for thatperiod;
that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
that the directors had prepared the annual accounts for the period ended on 31stMarch, 2013 on a going concern basis.
Your Directors acknowledge with gratitude the continuing cooperation and assistancerendered by the Central Government, State Government, Financial Institutions, Banks,suppliers and other organisations in the working of the Company.
The Directors also wish to place on record their deep sense of appreciation fordedicated services rendered by officers, staff and workmen of the Company.
The Board takes this opportunity to express its gratitude for the continuous supportreceived from shareholders.
For and on behalf of the Board Of Directors
|Manish Malani ||Ramprakash Mishra |
|Director ||Director |
|Place: Mumbai || |
|Date: 14th August, 2013 || |
ANNEXURE TO THE DIRECTORS REPORT
Additional Information as required under Section 217 (2A) of the Companies Act, 1956,read with the Companies (Particulars of Employees) Rules, 1975 as amended and forming partof the Directors Report for the year ended 31st March, 2012.
|Name ||Qualification ||Age ||Designation ||Experience (Yrs) ||Date of commencement of employment ||Remuneration (Rs. in Lacs) ||Last employment held/name of the employment |
|Mr. PVR. Murthy ||C.A. & M.B.A ||63 ||Managing Director ||37 ||12.11.2010 ||100.01 ||Group Finance Director Yash Birla Group |
FORM - B
DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION FROM 1.04.2012 TO31.03.2013 R & D Team has been continuously working on following projects.
1. New generator development with diesel and petrol with different specification from2.5 KVA to 7.5 KVA of following models:-
|Sr. No. ||Product ||Fuel ||Model |
|a ||Gen Set ||Petrol ||BP3200S |
|b ||Gen Set ||Diesel ||EG2500D |
|c ||Gen Set ||Diesel ||EG3500DS |
|d ||Gen Set ||Diesel ||EG5000DS |
|e ||Pump Set ||Diesel ||3WS3030D |
2. New Pump set development with diesel.
3. New development of Canopy for different generator.
4. New development of Alternators for different generators to give higher efficiency.
5. Endurance test, Type Approval for Noise & emission of diesel and petrolgenerators.
6. Endurance test of Diesel pump set.
7. New developments of many parts for diesel/petrol generator and pump set.
8. BIS [Bauru of Indian Standard] certification for pump set engine.
9. Improving in 5KVA generator by adding AMF [Automatic Main Failure Panel] along withESU [Engine safety Unit] which is automatic as well as manual operated, also adding thepush button switch in place to key start to avoid the possible circuit failure, which theresults catching fire.
10. Value engineering for different generators.
a. Introduce new material of Canopy that is FRP [Fiber Reinforced Plastic] which ishaving property of Electrical and thermal insulation, Corrosion resistance to a wide rangeof acids, bases, chlorides, solvents, and oxidizers.
b. Introduce the Pre-Engaged type self-starter motor and Plastic Ring Gear which willimprove the cranking with silent feature that is the need of customer.
c. Introducing the Plastic Fuel Tank which is light in weight, maintenance free due tono corrosion and better durability in compare to existing sheet metal parts and also helpin weight reduction.
Benefits derived as a result of the above R & D/Product Development
Approval of the Diesel generators and pump sets will recover the market of ourexisting models which will obsolete due to emission norms of CPCB [Central PollutionControl Board] in 2014.
The improved design of 5KVA generator will enhance the reliability factor andenhance sales in the high volume.
After BIS certification of pump set engine there will be wide increase of salesin various sectors.
After implementation of value engineering there will be increase theprofitability
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
|I. Efforts in brief, made towards technology absorption, adaptation & innovation ||: The company has expanded its range of products by introducing multifuel engines & Generators using in-house R&D. (increasing range in diesel & petrol) |
|2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product ||: The new Product have helped the company in increasing its share in the domestic pump sets/Gensets segment. |
|development. ||The special application Portable Generator has helped the company to get continuous business from Public Sector Undertakings. |
|3. In case of imported technology (imported during the last 5 years reckoned from the beginning of financial year), following information is furnished : || |
|a. Technology Imported ||: Manufacture of Portable Gensets & Multi Purpose Engines. |
|b. Year of Import ||: Technical Assistance Agreement dated 31.8.1984 & new Technical Assistance Agreement dated 02.09.1994 which has expired on 01.09.1999. Technical Assistance Agreement dated 25th January, 1998 for a new four stroke model which has also expired on 24.01.2003. |
|c. Whether Technology has been fully absorbed ||: The technology has been fully absorbed for all the models. In house R&D has further upgraded the technology. |
|d. If not fully absorbed, areas where not taken place, reasons thereof and future plans of action. ||: Not applicable |