The Directors of the Company are pleased to present the 37th Annual Report,together with the Audited Statement of Accounts for the year ended 31st March, 2011.
The summary of the financial highlights for the financial year ended 31st March, 2011are given hereunder:
| || ||(Rs In Crores) |
|Particulars ||Current Year ||Previous Year |
| ||2010-11 ||2009-10 |
|Total Income ||766.93 ||735.61 |
|Profit before interest & depreciation ||21.66 ||14.07 |
|Less: Interest for the year ||1.80 ||0.29 |
|Profit before depreciation ||19.86 ||13.78 |
|Less: Depreciation ||3.90 ||3.74 |
|Profit before tax for the year ||15.96 ||10.04 |
|Add / (Less): Provision for taxes ||(3.30) ||(0.62) |
|Net Profit/ (Loss) after tax for the year ||12.66 ||9.42 |
During the year under review, the total income of the company increased to Rs 766.93Crores from Rs 735.61 Crores in the previous year. The Profit after tax is increased to Rs12.66 Crores as compared to Rs 9.42 Crores last year registering growth of 34.40 % duringthis period.
In view of the need for conservation of resources, your directors have not recommendedany dividend for the year under review
Shri Rahul Mutha has been re- appointed as a Managing Director w.e.f. 30.06.2011 forthe period from 30.06.2011 to 31.03.2013. Shri Sajeve Deora, Director of the Companyretiring by rotation and being eligible has offered himself for re-appointment at theensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES
The Company did not have any employees during the year drawing remuneration attractingthe provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975 (as amended).
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 readwith Companies (Disclosures of Particulars in the report of Board of Directors) Rules,1988 are given in the Annexure-A, forming part of this report.
During the year the Company has not accepted any deposits in terms of Section 58A ofthe Companies Act, 1956 and rules made there under.
The Company's buildings, plant and machinery, stocks, stores and spares are adequatelyinsured against various risks including machinery breakdowns.
ENVIORNMENT, POLLUTION CONTROL MEASURES & SAFETY
Your Company gives importance to pollution control and environment protection andefforts are made at each stage of manufacture to maximize recovery, conserve water and tominimize effluents and emissions. As your company has complied with various emissionstandards and other environmental requirements as per pollution control norms, companyprovides all types of safety to employees of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 217 (2AA) of the Companies Act, 1956, yours Directors confirm asunder:
i) That in the preparation of the annual accounts, the applicable accounting standardshave been followed
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at end of the financialyear and of the profit of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the annual accounts on a going concern basis.
The Company is committed to good corporate governance practices. The Board of Directorssupports the broad principles of corporate governance. In addition to the basic governanceissues, the Board lays strong emphasis on transparency, accountability and integrity.
Pursuant to clause 49 of Listing Agreement with Bombay Stock Exchange Ltd. a Report onCorporate Governance and certificate from the M/s.Shilpesh Dalai & Co., CompanySecretary in Practice thereon form a part of Annual Report.
IMPLEMENTATION OFREHABELATION SCHEME SANCTIONED BYHON'BLE BIFR
A writ petition filed by the Company in Nov. 2008 under Article 226 of the Constitutionof India before Hon'ble High Court of M.P to implement the rehabilitation schemesanctioned by Hon'ble BIFR vide its order dt. 04.10.2007 for direction to AssistantCommissioner of Commercial Tax & others, to comply with the terms of the scheme framedby the Hon'ble BIFR for revival of the company and stay granted from recovery of the tax.Another writ petition filed by the Company in July 2010 under Article 226 of theConstitution of India before Hon'ble High Court of M.P and seeks a direction against theState of Madhya Pradesh for comply the reliefs and concession as contemplated bydirections of Hon'ble BIFR contained in the rehabilitation scheme.
The Commissioner Commercial Tax filed writ petition before Hon'ble High Court of M.P.against the order of Hon'ble AAIFR dt. 25.08.2008, but the Hon'ble High Court vide itsorder dt. 23.09.2009 has revert back to the matter before Hon'ble AAIFR. & the matteris pending before the Hon'ble AAFIR.
M/s. Sodani & Company, Chartered Accountants (Firm Registration N0.OOO88OC),the Auditors of the Company retires at the conclusion of the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment. The Audit Committee and theBoard of Directors recommend M/s. Sodani &Company, as Statutory Auditors of theCompany for the financial year 2011-12.
The Board of Directors of the Company has appointed M.Goyal & Co., CostAccountants, Jaipur, as Cost Auditors of the Company for the Financial Year 2011-12subject to approval of the Central Government.
LISTING OF THE SHARES
Equity Shares of Company continue to be listed on Bombay Stock Exchange Ltd.. AnnualListing fees have been paid to the Stock Exchange.
Employees are important assets of any company and success depends largely upon thequality of its employees. The Company endeavors to promote human resource fullness at alllevels from the shop floor to the Corporate office .On the job and various in-housetraining programmes have been put in practice to raise the skill, education, aptitude ofemployees. The Company's recruitment practice ensures that suitable candidates arerecruited and provided with right opportunities to grow within the organization.
The Directors wish to place on record their appreciation for contributions made byemployees to the Company during the year under review.
ERP is in process of implementation at company's plants.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Being a committed corporate citizen, we have taken significant efforts in the area ofCorporate Sustainability, encompassing Corporate Governance, Social Responsibility andEnvironment care. We strive towards using locally available material and resources togenerate employment and business opportunity for the local community.
We have involved ourselves in various welfare activities in & around ourmanufacturing location. We have focused our attentions on areas like imparting educationto underprivileged children and providing employment opportunities to women and physicallychallenged people.
Our main focus areas in Social Responsibility:
Company had started a scheme for promoting education in the memory of our founder LateShri Prakash Mutha. The Company recognized the meritorious students & awarded themBicycles, School Dress, School Bags, School Books & education related material. Duringthe year 88 students got benefits .Company had taken responsibility for payment of collegefees of children of employee who met with sudden natural death, till the graduation. TheCompany also paid the school fees to the children of contractor's employee, who met withsudden natural death. Company had started facility of interest free loans for highereducation to the deserving students. The company has also made donations to "Friendsof Tribals Society" to help for achieving the goal of imparting education &social upliftment of Tribal's Children.
The Company has a policy to recruit women in the company's jobs and impart training todevelop their skills and continues to maintain the same during the year.
Health and Awareness:
During the year the company has arranged camp for eyes checkup for the employees withthe help of Lions Club & 51 employees got benefits. The company made availableintervention programme "Stress Management" to help employees lead a healthierlife. The company has also taken mediclaim policy for the staff of the Company.
Water is considered a scare resource, Company continues to maintain the "RainWater Harvesting" since last 16 years at its Factory premises at Dewas, resulting insaving water and recharging the bore well & improving the level of underground water.
The company believes in the natural energy and committed to low emission of gases,carbon and reduce effect of green house gases, effluents and waste. The Company continuesto use solar energy for heating water for generation of steam in the boiler and supportthe steps for health of future generations. The Company also treats and reuses theeffluent & ensures zero discharge of effluent outside the premises.
During the year Company has made donations to various charitable trusts, civilsocieties. The Company continues to open water hut in summer at various places in DewasCity during the year.
COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THEUNDER-PRTVILEGED/DISADVANTAGED SECTION OF THE SOCIETY
The employment in the company is entirely based on eligibility and merit of theapplicant without any discrimination against their gender,religion, caste, colour,ancestry, marital status, nationality and disability. And among equally qualifiedindividuals, preference are given to people from the disadvantaged groups.
The Company makes all efforts for up-skilling and continual training of employees fromsocially disadvantaged sections of society in order to enhance their capabilities, andcompetitive skills.
Your Directors place on record their sincere thanks to all shareholders, banks,regulatory authorities, government authorities , consultants, solicitors ,soyabeangrowers/suppliers, and others associated with the Company for their continuous support andCo-operation.
| || ||For and on behalf of the Board of Directors |
| ||Rahul Mutha ||Praneet Mutha |
|Dewas, 30th May, 2011 ||Managing Director ||Executive Director |
ANNEXURE TO THE DIRECTORS' REPORT
Information as per section 217(1) (e) of the Companies Act, 1956 read with Companies(Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and formingpart of the Directors' Report for the year ended 31st March, 2011.
(I) CONSERVATION OF ENERGY
(a) Energy conservation measures taken:
I. Installation of energy saver in lighting feeder
II Installation of VFD in unit-3 Blower's motor 90,100& 150HP
III. Steam condensate recovery system installed in Unit-1 with thermo compressor
(b) Additional investment and proposal for reduction in consumption of energy:
I. Installation of condensate recovery system in Unit-3 II Installation of ThermoCompressor in Unit-2 III. Installation of VFD in Unit-1 D.T. Motor
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on cost of production.
I. Installation of energy saver in lighting feeder has saved 5 5 units per day IIInstallation ofVFD reduced consumption by 500-600 unit/day III. Installation of splashsteam recovery system in unit-1 saved steam 7 to 8 tones/day. FORM-A
Particulars with respect to conservation of energy
| ||Current Year ended on 31.03.2011 ||Previous Year ended on 31.03.2010 |
|A. Power & Fuel Consumption || || |
|1. Electricity || || |
|a. Purchased || || |
|Units ||1,45,77,950 ||1,36,78,500 |
|Total Amt. ( Rs )(excluding cess) ||7,34,61,578 ||6,37,65,132 |
|Rate/unit ( Rs ) ||5.04 ||4.66 |
|b. Own Generation || || |
|(i) Through Diesel Generator || || |
|Units ||1,14,685 ||64,645 |
|Units /liter of diesel oil ( Rs ) ||3.20 ||3.14 |
|Cost /Unit( Rs ) ||13.59 ||15.67 |
|(ii) Through Steam Turbine/Generator ||- ||- |
|2. Coal || || |
|Quantity Consumed (in MT) ||27,016 ||25,163 |
|Total Cost ( Rs ) ||11,82,93,338 ||8,29,70,504 |
|Average Rate ( Rs /MT) ||4,379 ||3,297 |
|3. Furnace Oil ||- ||- |
|4. Others /internal generation ||- ||- |
|B. Consumption per unit of production || || |
|Electricity (Unit/MT) ||46.25 ||48.79 |
|Furnace Oil ||- ||- |
|Coal(Kg/MT) ||85.05 ||89.34 |
|Others ||- ||- |
II. TECHNOLOGY ABSORPTION FORM -B
Form of disclosures of particulars with respect to absorption:
(A) RESEARCH & DEVELOPMENT
The Company is not carrying any R & D in special area; however company iscontinuously engaged in improvement of upgradation of its products.
R&D Expenditure: N.A.
(B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
|1. Efforts in brief made towards technology absorption, adoption and innovation. ||N.A. |
|2. Benefits derived as a result of the efforts. ||N.A. |
|3. In case of imported technology during the last 5 years. ||N.A. |
III. FOREIGN EXCHANGE EARNING AND OUTGO
| ||Amount (in Rs ) ||Amount (in Rs ) |
| ||(Current Year) ||(Previous Year) |
|1. Earning ( Rs ) (on FOB Basis) ||1,70,61,17,790 ||1,93,62,32,926 |
|2. Outgo ( Rs ) ||78,98,212 ||85,55,393 |
For and on behalf of the Board of Directors
| ||Rahul Mutha ||Praneet Mutha |
|Dewas: 30th May,2011 ||Managing Director ||Executive Director |