Vybra Automet Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 30th Annual Report of the Company and the Audited Financial Statements for the year ended 31st March,2014 and the Auditors’ Report thereon.

Financial Performance:

		FOR THE YEAR ENDED (Rs. in Lacs)
Sl. No.	PARTICULARS	2013-14	2012-13
1.	Income from operations	936.76	7133.47
2.	Total Expenditure	2861.05	6473.38
3.	Gross Profit before Int., Dep. and Tax	(1924.29)	660.09
4.	Interest & Financial Charges	183.96	1071.88
5.	Depreciation	358.13	350.77
6.	Operational Profit	(2466.38)	(762.56)
7.	Prior Period Expenses
8.	Extraordinary Income	-	1128.22
9.	Profit before Tax	(2466.38)	365.65
10.	Deferred Tax / Income Tax / Fri. Ben.Tax	-	(125.89)
11.	Net Profit after Tax	(2466.38)	239.75

Company Performance:

During the year ended 31st March, 2014 the annual income of the Company was Rs.9.37 crores, as compared to Rs.71.19 crores in the previous year, representing a decrease of 86.91% which was due to the non performance of the company from July 2013 to 31st March,2014. It resulted in a loss of Rs.24.66 crores,

Status of the company:

In the year 2013-14 the company has suffered with severe decrease in demand in the automotive sector and other market upheavals. Due to unprecedented slow down in the industry, high cost interest rates have worsened the over-all cost structure of the company there by reducing its margins, paucity of working capital lead to in-operative condition which resulted default with the secured lenders and subsequently went through securitization Act initiated by M/s. Edelweiss Asset Reconstruction Company (EARC). In nutshell the company has suffered a great deal due to unavoidable circumstances, the situation has further worsened due to on-going recession the end of which is still not in sight. In view of the above problems the projected earnings of the company has become inadequate to service the debt obligation at existing terms and conditions. Hence, it is the need of the company to re-structure the existing structure of borrowings which is under progress.

But the company has got an overwhelming support from all customers, the demand for your company’s products continuous to be encouraging as vendor codes are still alive and management is putting it’s best of efforts to revive the company’s out look from the existing conditions.

Outlook:

There is recession in the overall Indian Economy and more so in the Automobile Sector. Auto majors like M/s.Maruti and M/s. Tata Motors Ltd.,have incurred losses due to competition with MNCs like Hyundai Toyota,Honda VolksWagon and Nissan Etc. The Auto mobile sector under going a transformation and trying to compete globally by reducing the overall cost of the production which in turn has impact on our industry. On the other hand the input cost in the Indian Industry is gradually increasing due to increase in cost of steel, fuel, transport and salaries. In the situation the company would take a cautious approach and concentrate on managing the risk and containing the cost.

DIVIDEND:

With a view to the present economic situation, tight liquidity situation and Company’s current business plans, the Directors feel it prudent not to recommend any dividend on Equity Shares

TAXATION:

Income tax is not applicable for this year.

BOARD OF DIRECTORS

During the year there is no change in the Board of Directors of the Company and the following are the Board of Directors of the Company.

1. Mr.VilasVitthalValunj	- Chairman & Managing Director
2. Mr.Abhay Kailas Patil	- Whole time Director
3. Mr.Vikram Manubhai Desai	- Director
4. Mr.Suhas Umakant Mate	- Director
5. Mr.Prashant Kunjappa Nambiar	- Independent Director
6. Mr.Santosh Bansilal Pandit	- Independent Director
7. Mr.Jayaram Ramanandham	- Independent Director (Nominee APIDC)

In accordance with the provisions of Section 255 of the Companies Act, 1956 read with Articles of Association of the Company Mr. Prashant Kunjappa Nambiar and Mr.Santosh Bansilal Pandit Directors are liable to retire by rotation at the ensuing annual general meeting and being eligible,offer themselves for re-appointment.

DIRECTORS’RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, with respect to the Directors Responsibility statement,it is hereby confirmed that:

(i) In the preparations of the Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that were 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.

(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 safe guarding the 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.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate governance requirements set out by SEBI as required under Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditors’ Certificate on compliance with conditions of Corporate Governance and a Management Discussion & Analysis Report forms part of this Annual Report and is annexed hereto.

CODE OF CONDUCT

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company.The Code of Conduct has been posted on the Company’s website. Board Members and Senior Management personnel have affirmed compliance with the code for the financial year 2013-14. A separate declaration to this effect is made out in Corporate Governance Report.

AUDITORS AND THEIR REPORT

The Statutory auditors of the Company M/s.Jawahar & Associates, Chartered Accountants, Hyderabad ,retire at the ensuing Annual General Meeting being offer themselves for re-appointment as Statutory Auditor for the financial year 2014-15. A certificate has also been furnished to the effect that their proposed re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 2013, and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act,2013.

With regard to the comments suggested by the Auditors’ of the Company regarding Debtors/Creditors confirmations are still pending and management is making an effort in obtaining the same. With regard to identification of slow moving/non moving items the company will crystallize the liability to bring the true and fair view of the financials of the company. With regard to AS-15, provision for retirement benefits to employees, due to paucity of funds the company could not invest in gratuity funds and the same will be done after the financial performance is improved. The stock of dies were taken at actual cost of valuation after due technical verification by the management.

FIXED DEPOSITS:

The Company has not invited /accepted any fixed deposits from the public and consequently no deposits has matured / become due for re-payment as on 31st March,2014.

PERSONNEL AND PARTICULAR OF EMPLOYEES:

The relations with Employees continued to be cordial throughout the year. The Board appreciates the willful co-operation and team spirits in the Management Cadre and other employees of the Company. In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

The Industrial Relation has been fairly cordial during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the provisions of Section 217 (1) (e) of the Companies Act,1956 in Form ‘A’ and forms part of this report. The additional information required under Rules 1989 Form ‘B’ is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual report.

BUSINESS PERFORMANCE

During the year ended 31st March, 2014 the annual income of the Company was Rs. 9.37 crores, as compared to Rs. 71.19 crores in the previous year, representing a decrease of 86.91% which was due to the non performance of the company from July, 2013 to 31-03-2014.It resulted in a Loss of Rs.24.66 Crores, after allocations made under Depreciation, Interest Charges and other provisions.

PENDING LITIGATION MATTERS

Following are the litigations pending against the Company for the various issues till the date of this notice and further the name of the opposite party along with the amount involved in respective case is mentioned below:

Sl.No	Name of the Opposite party	Amount involved (Rs.in Lakhs)
1.	Sales Tax Department	25.75

TRADING AND DEMAT FACILITIES FOR SHARES

The shares of the Company are listed with and traded in dematerialized form at Bombay Stock Exchange. The listing fee is paid to the exchange for the year 2013-14.The ISIN No.of the company is INE 251F01010.Stock Code is 520003.

DECLARATION

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act, 1956 and has not defaulted in repayment of deposits, payment of dividend, redemption of debentures and preference shares. Accordingly,the company has not committed any of the defaults specified under Section 274 (1) (g) of the Companies Act, 1956(as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public Limited Companies.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of valuable co-operation extended to the Company by its bankers and various authorities of State and Central Government Departments, customers, Vendors, strategic investors and members. Your Directors also takes this opportunity to place on record, its appreciation of the contributions made by the employees at all levels and last but not least, of the continued confidence reposed by you in the Management.

Date : 14th August, 2014	For and on behalf of the Board
Place : Hyderabad.	Sd/-
	(VILAS V VALUNJ)
	CHAIRMAN AND MANAGING DIRECTOR

ANNEXURE TO DIRECTORS’ REPORT

Information as per 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.

A) CONSERVATION OF ENERGY

(i) Proper energy conservation measures has been taken up by the Company.

(ii) The Company has not made any additional investments and has not proposed any amount for reduction of consumption of energy.

(iii) There is no impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods.

(iv) Total energy consumption and energy consumption per unit of production:

FORM – A

(SEE RULE – 2)

	2013-14	2012-13
A) 1. POWER AND FUEL CONSUMPTION :
a) Purchased units (KwH in lacs)	18.91	60.13
Total amount (Rs. in lacs)	129.87	372.57
Rate per KwH (Rupees)	6.87	6.20
b) Own generation
Through Diesel Generator Units (KwH-Lacs)	0.06	0.19
Units/litres of Diesel in F.O (KwH)	2.72	2.70
Cost per Unit (Rupees)	124.06	122.85
Through steam turbine/generator Units	-	-
Units/litres of fuel/oil gas	-	-
Cost per Unit	-	-
2) COAL (SPECIFY QUANTITY A ND WHERE USED)	NIL	NIL
Quantity (MTs. in lacs)	-	-
Total cost (Rs.in lacs)	-	-
Average Rate (Rupees)	-	-
3) Furnace Oil :
Quantity (Kilo ltrs.)	104.00	488.940
Total Cost (Rs.in lacs)	45.63	209.42
Average Rate (Rupees)	43.88	42.83
4) Other/Internal Generation	NIL	NIL
NIL
B. Consumption per unit of Production
Production Steel forgings (MT)	926.831	3305.734
Electricity (Per MT of steel forging)	14,012.63	11270.58
Furnace Oil (Kilo Liters)	0.112	0.148
Coal (Specify quantity P/T of Clinker)	NIL	NIL
Others (Specify)	NIL	NIL

C) Technology Absorption:

Efforts made in technology: As per Form B of Annexure.

FORM B

Research and development (R & D)

The major achievement by the Company due to their continuous Research and Development activities is indigenization of tooling and improvements in the manufacturing process and operational procedures.The Research and Development activity is given priority by the Company.

Expenditure on R & D : As no significant amount has been spent the same is not shown separately.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts in brief, made towards technology absorption, adaptation and Innovation: Updation of Technology is a continuous process and adapted by innovation.

BENEFIT DERIVED AS A RESULT OF THE ABOVE R&D:

2. Benefit derived as a result of above efforts e.g. product improvement, cost reduction, product development, import substitution etc.,: The Company has been able to efforts indigenize toolings to a large extent by virtue of Technology Absorption adaptation and innovation.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: Not applicable since 5 years period is over.

4. Periodical maintenance of Plant and Machinery is being done to ensure smooth running of machinery and economy in power consumption. The total amount spent on Repairs and Maintenance is Rs. 4.51 lakhs.

5. The company has implemented ISO 2008 and TS 16949 Standards towards better efficiency, and taken measures for implementation of ISO 14001 towards environmental improvements.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Inflow :	NIL
Foreign Exchange Outflow:	NIL

 

	For and on behalf of the Board
Date : 14th August, 2014
Place : Hyderabad.	Sd/-
	(VILAS V VALUNJ)
	CHAIRMAN AND MANAGING DIRECTOR