Directors Report
Dear Shareholders,
We are delighted to present 14* Annual Report on the business and operations of the
Company together with the Audited Accounts for the year ended 31st March, 2013.
Your Company has taken many strategic steps during the year to strengthen its
financials and to achieve all round growth of the business. The focus during the year was
to accelerate growth through widening of network expanding capacities to capitalise on the
growth opportunities besides optimum utilisation of the resources.
Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement
entered into with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of India, are attached for
your reference.
FINANCIAL RESULTS:
(Rs.)
| Particulars |
Current Year |
Previous Year |
|
(2012-2013) |
(2011-2012) |
| Sales Revenue |
611959135.23 |
1362657516.00 |
| Other Income |
1777543.88 |
2307658 |
| (Increase)/ Decrease in Stock |
-56603008 |
-1205348 |
| Less: Total expenditure |
1706997201.32 |
1195691319 |
| Loss/Profit before Depreciation, |
|
|
| Interest and Tax (PBDIT) |
-1149863530.21 |
168068507.00 |
| Less: Interest |
88551452.30 |
71798212 |
| Less: Depreciation |
23004800.37 |
26140808 |
| Loss/Profit before Tax |
-1261419782.88 |
70129487 |
| Less: Provision for Taxation |
1092394 |
16299375.33 |
| Loss/Profit after Tax |
-1262512176.88 |
53830111.67 |
| Less: right back from General Reserve/transfer |
|
110717676.00 5000000 |
| Less: Dividend Distribution & Tax thereon |
- |
- |
| Less: Dividend Paid (Short Provision) |
- |
- |
| Balance carried forward to Balance Sheet |
-824423071.21 |
327371429.67 |
Industry Structure and Developments:
Weighing industry is booming like fire in the forest, in todays wodd although
consciously or unconsciously we weigh most of the things from the time we get up from the
bed till we are off to sleep, starting from your tooth paste how much to use till how many
calories to consume in our day. So these situations have created hyper growth in weighing
industry. Weighing industry is may be ranked among the necessaries of life to every
individual of human society. They enter into the economical arrangements and daily
concerns of every family. They are necessary to every occupation to human industry. The
demand for weighing scales is expected to increase considering growth of user industries
viz. diversified with different kinds of software related to various industries like
healthcare, pharma, government, retail, gyms, jewellery, etc.. There are a number of
players in the Industry, many in SSI Sector. Therefore, the Markets & Capacities are
fragmented in the Country.
Business Performance:
Our Company is engaged in manufacturing Weighing Scales, which has utilizations in
various industries healthcare, pharma, government, retail, gyms, jewellery, etc. Since
years the Company has served its customers successfully. As market demand for the weighing
scales is increasing, opportunities for our Company is also growing high and our
competition in the market is becoming tough but we have confidence in our high quality
product to survive and grow in a competitive market.
Your Company Consolidated registering Sales of Rs. 611959135.23 as against Rs. 1362657516.00
in the previous year. Consolidated, net profit/Loss After Tax for the year has
registered an decrease of Rs -1262512176.88 as compared to Rs. 53830111.67 in
the previous year.
Barring unforeseen circumstances, your Directors are confident of achieving better
results in the ensuing year.
Share Capital:
The paid up capital of the Company Rs.64,58,03,170 (Rupees Sixty Four Crores Fifty
Eight Lakhs Three Thousand One Hundred and Seventy only).
Dividend:
Your Directors are not recommending a dividend for the year ended 31st
March, 2013.
Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock
Exchange, the cash flow statement for the year ended 31st March, 2013 is
annexed hereto.
Directors Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the
following:
that in the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departures have been made from the same.
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 at the end of the financial year and of the profit
of the Company for that year.
proper and sufficient care have been taken 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, the attached
Statement of Accounts for the year ended March 31,2013 have been prepared on a going
concern basis.
Public Deposits:
The deposits accepted by the Company are in accordance with the provisions of Section
58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975
as amended.
Subsidiary Companies:
a. In accordance with the general circular issued by the Ministry of Corporate
Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other
documents of the subsidiary companies are not being attached with the related detailed
information to any member of the company who may be interested in obtaining the same. The
annual accounts of the subsidiary companies will also be kept open for inspection at the
Registered Office of the company. The Consolidated Financial Statements presented by the
company including the financial results of its subsidiary companies.
b. A statement relating to subsidiary Company pursuant to Section 212 of the
Companies Act, 1956 is annexed. The Audited Balance Sheet and Profit and Loss Accounts of
the Subsidiary Company, as on their respective year ended on various dates as per the laws
of the country wherein this company is incorporated, are annexed.
Corporate Governance:
A Report on Corporate Governance along with a certificate from Nishant Jawasa,
Practicing Company Secretary regarding compliance of the requirements of Corporate
Governance, as also a Management Discussion & Analysis Report pursuant to Clause 49 of
the Listing Agreement with the Stock exchange are annexed hereto.
Directors:
In accordance with the provisions of the Companies Act, 1956 and the Articles of
Association of the Company Mrs. Santaben R Saraiya, Director of the Company retires by
rotation and being eligible, offers himself for re-appointment. During the Year Mr. Gaurav
Sinha and Mr. Satish Mehta were appointed as an Independent Director of the Company.
Necessary Resolution is given in the Notice for regularizing their appointment.
A brief profile of the above Directors, as required by Clause 49VIA of the Listing
Agreement with the Bombay Stock Exchange
Limited, Mumbai is attached to the Notice of the ensuing Annual General Meeting
Auditors:
M/s. A. B. Shah & Co., Chartered Accountants, the Statutory Auditors of the
Company.
Auditors Comment:
The observations made by the Auditors in the Auditors Reports read with relevant notes
given in the Notes on Accounts are self explanatory and therefore do not call for any
further comments under Section 217 (3) of the Companies Act, 1956.
Practicing Company Secretary:
Mr. Rakesh Kapur & Nishant Jawasa, Practicing Company Secretary of the Company has
given his report on Secretarial Audit for the year.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:
The relevant data pursuant to Section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988
is annexed hereto and forms part of this report.
Particulars of employees:
During the year under review, none of the employees of the Company, whether employed
for the whole year or part thereof, was in receipt of remuneration aggregating to or in
excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars
are required to be furnished in connection with the same.
Acknowledgements
Your Directors take this opportunity to express their gratitude for the support and
co-operation received during the year from the Investors, Financial Institutions, Bankers,
Statutory Authorities and all organizations connected with its business. Your Directors
also take pleasure in commending the valuable contributions made by the employees of the
Company at all levels during the year.
|
For and on behalf of the Board |
| Place: Mumbai |
Pankaj Saraiya |
| Dated: 30/05/2013 |
Chairman & Managing Director) |
ANNEXURE A TO THE DIRECTORS REPORT Information under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the Directors Report for the year
ended 31st March, 2013.
| A. |
POWER AND FUEL CONSUMPTION |
Unit |
2012-2013 |
2011-2012 |
| 1) |
Electricity |
|
|
|
|
Total Amount |
Rs. In lacs |
5.46 |
9.17 |
B. RESEARCH & DEVELOPMENT
Research & Development
1. Specific areas In which R&D work is carried out:
The focus of the Companys R&D efforts was on the following areas:
I. Development of new technology for existing and newer weighing scales
ii. Updation for existing processes for better and efficient production of weighing
scales.
iii. Development of new innovative technology for the manufacture of existing and new
scales.
iv. Development of new products.
v. Development of methods to improve safety procedures, effluent control, pollution
control, etc.
vi. Process / product design improvements.
vii. Productivity research for increased efficiency in use of resources.
2. Some of the major benefits derived as a result of R&D include:
I. Successful commercial scale up of several new weighing scales.
ii. Development of methods of operations which are cost effective.
iii. Improved processes and enhanced productivity in manufacturing of products.
iv. Enhanced fuel efficiency
v. Effective use of raw materials and fuels with innovative technology
3. Future plan of action:
The Company will continue its R&D efforts in the various areas as indicated above.
The major thrust would be on developing new and efficient products. Improve product
quality particularly with respect to long term durability and reduction in its cost of
manufacture
4. Expenditure on R&D:
C. FOREIGN EXCHANGE EARNING AND OUTGO
|
2012-2013 |
2011-2012 |
| Total Foreign Exchange earned: |
|
|
| a) From Export |
- |
- |
| b) Advance reed from Debtors |
- |
- |
| Total Foreign Exchange outgo: |
|
|
| a) For Purchase |
122689.70US$ |
271882.12 US$ |
|
19389.11 EURO |
77924 EURO |
| b) ForTravel |
NIL |
1453.75 US$ |
ANNEXURE B TO THE DIRECTORS REPORT
Statemenl Pursuant to Section 212 of the companies Act. 1956 relating to Subsidiary
Company:
| Name of the Subsidiary Company |
Avon Corporation FZE |
| The Financial Year of the Subsidiary Company ended on |
31.03.13 |
| Number of Shares held and extent of holding thereof by the |
|
| holding Company, at the above date: |
|
| a) The number of shares |
1 |
| b) Face Value of each share |
(AED) 150000 |
| c) Extent of holding in percentage terms |
100% |
| The net aggregate profits or (losses) (PAT) of the Subsidiary Company for the current |
Rs NIL |
| financial year so far as it concerns the members of the holding Company |
|
| The net aggregate profits or (losses) of the Subsidiary Company for the previous |
|
| financial year so far as it concerns the members of the holding Company |
NA |
|
For and on behalf of the Board |
| Place: Mumbai |
Pankaj Saraiya |
| Dated: 30/05/2013 |
Chairman & Managing Director) |
+91-9892691696
