DIRECTORS REPORT
Dear Members,
Your Directors have pleasure in presenting their Twenty Seventh Annual Report together
with the audited statement of accounts of the Company for the financial year ended on 31st
March, 2013.
INANCIAL RESULTS
|
|
(Rs. in lacs) |
|
Standalone |
Consolidated |
|
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 |
STANDALONE RESULTS
During the financial year under review, the total revenue for the financial year ended
31st March, 2013 was Rs. 39461.75 lacs as against Rs. 41961.81 lacs during the
previous 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 lacs
respectively showing a decrease of 20%. This is because of increase in cost of
overheads,interest and tax adjustment of earlier years.
CONSOLIDATED RESULTS
The consolidated Financial statements comprising the accounts, of your Company and its
subsidiaries are appended in the Annual report. On a consolidated basis, the total
turnover for the year financial year 2012-13 was Rs. 70438.45 lacs as against Rs 65550.58
Lacs during the financial year 2011-12 showing an increase of 7% and the profit after tax
for the same periods were Rs. 881.80 Lacs and Rs. 1522.52 lacs respectively showing a
decrease of 72.66%.
FUTURE OUTLOOK
The Company has been dealing in portable power & power backup products and now has
been to diversify its activities, by introducing power portable products in four different
segments viz., Power & Power back up, Construction Industry, Agricultural Industry and
Marine Industry. The Company also plans to introduce fuel efficient diesel operated
products to the markets.
DIVIDEND
Keeping in view the tight liquidity position in the market and in order to conserve
funds for working capital needs, your directors do not recommend any dividend for the
Financial 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 due
and payable and remained unclaimed and unpaid for a period of seven years, as provided in
Section 205C(2), of the Companies Act, 1956.
DIRECTORS
During the period under review, Mr. Manish Malani was appointed as an Additional
Director by the Board of Directors of the Company on 07.11.2012, Mr. RamPrakash Mishra was
appointed as an Additional Director by the Board of Directors of the Company on 14.08.2013
and Mr. Jignesh Mehta was appointed as an Additional Director by the Board of Directors of
the 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 candidature
for appoinment as a Director. Your Directors recommend their reappoinment. Mr. Mahinder
Singh Arora resigned from the Board w.e.f. 27.09.2012, Mr. Y.P Trivedi resigned from the
Board 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 resigned
from 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 rendered
by them.
SUBSIDIARY COMPANIES
During the year under review, the Company has disinvested shares of its subsidiary
viz., Vijay Puranjay Minerals Private Limited and accordingly, the relation between
Holding Company and Subsidiary has ceased. At present, the Company has two subsidiaries
viz., 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 of
Corporate Affairs, Government of India, the Company has availed the exemption from
compliance with Section 212 of the Companies Act, 1956. Accordingly, the consolidated
financial 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 of
the Companies Act, 1956 form part of the Annual Report.
Information required to be provided in respect of subsidiary companies has been
disclosed separately in the Annual Report. The Financial Statements of the Subsidiary
Companies are available for inspection by the shareholders at the Registered Office of the
Company.
REPORT ON CORPORATE GOVERNANCE
Your Company is following corporate governance norms of highest standards. As required
under clause 49 of the listing agreement, a report on corporate governance forms part of
this annual report.
FIXED DEPOSITS
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 to
repay overdue deposits and interest thereon durig the year under review.
AUDITORS
M/s Thakur Vaidynath Aiyar & Co. Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General Meeting. They have
expressed their willingness to be reappointed for a further term. And they confirmed that
their appointment, if approved by the shareholders, will be in conformity with the
provisions of Section 224 (1B) of the Companies Act, 1956.
EXPLANATION TO AUDITORS REPORT AS REQUIRED UNDER SECTION 217(3) OF COMPANIES ACT,
1956.
| Clause No. in Annexure to the Auditors Report |
Auditors 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 |
INDUSTRIAL RELATIONS
The Company enjoyed harmonious relations with workmen and employees through out the
period under review. Agreeement has been signed by the Company and Labour Union on 1st
January, 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 the
Companys 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 African
Countries, and Middleeast. However the company is facing stiff competition from cheap
products of China. However the company is trying to penetrate these markets with some
innovative products.
(2) Initiatives taken to increase exports
The company is exploring the possibility of selling its products through its subsidiary
company 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 regarding
employees 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 with
respect 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 explanation
relating to material departures;
• that the directors had 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 period ended on 31st March, 2013 and of the profit of the Company for that
period;
• that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the 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 31st
March, 2013 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the continuing cooperation and assistance
rendered 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 for
dedicated services rendered by officers, staff and workmen of the Company.
The Board takes this opportunity to express its gratitude for the continuous support
received 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 part
of 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 TO
31.03.2013 R & D Team has been continuously working on following projects.
1. New generator development with diesel and petrol with different specification from
2.5 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 petrol
generators.
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 with
ESU [Engine safety Unit] which is automatic as well as manual operated, also adding the
push button switch in place to key start to avoid the possible circuit failure, which the
results catching fire.
10. Value engineering for different generators.
a. Introduce new material of Canopy that is FRP [Fiber Reinforced Plastic] which is
having property of Electrical and thermal insulation, Corrosion resistance to a wide range
of acids, bases, chlorides, solvents, and oxidizers.
b. Introduce the Pre-Engaged type self-starter motor and Plastic Ring Gear which will
improve 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 to
no corrosion and better durability in compare to existing sheet metal parts and also help
in 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 our
existing models which will obsolete due to emission norms of CPCB [Central Pollution
Control Board] in 2014.
• The improved design of 5KVA generator will enhance the reliability factor and
enhance sales in the high volume.
• After BIS certification of pump set engine there will be wide increase of sales
in various sectors.
• After implementation of value engineering there will be increase the
profitability
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 |
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