TO THE MEMBERS of AHMEDNAGAR FORGINGS LIMITED
The Directors have pleasure in presenting the Thirty Fourth Annual
Report and the Audited Accounts of the Company for the year ended 30th
June 2011.
FINANCIAL INFORMATION
(Rs. in Lacs)
PARTICULARS Year ended Year ended
30th June 2011 30th June 2010
Sales & Other Income 93725 66533
Expenditures 73497 52788
Gross Profit Before Depreciation 20228 13745
Depreciation 4995 4332
Profit Before Tax 15233 9413
Tax Expenses 4418 3004
Profit after Tax 10815 6409
Add : Accumulated Profit 4835 3304
Balance available for appropriation 15650 9713
APPROPRIATIONS:
Transfer to General Reserve 5000 4000
Transfer to Debenture Redemption Reserve
Transfer to F.C.C.B. Redemption Reserve
Proposed Dividend on Equity Shares 735 735
Dividend & tax for Previous year(not
appropriated in previous year) - 22
Corporate Dividend Tax 119 122
Surplus Carries to Balance Sheet 9796 4834
BUSINESS PERFORMANCE
During the year under review, the Turnover of the Company was Rs.
93,725 Lacs compared to the previous year of Rs.66,533 Lacs, recording
an increase of 40.8% year on year. The Profit after Tax of the Company
for the year is Rs.10,815/- Lacs as compared to the previous year of
Rs.6,409 Lacs, recording an increase of 68.74% year on year. The
Company has a strong reserve position of Rs.58,496 Lacs.
DIVIDEND
The Board of Directors is pleased to recommend a dividend of 20 % of
the face value of each equity share for the financial year 2010-11 for
shareholder approval. This corresponds to Rs.2.00 per equity share
each with a face value of Rs.10.00 each fully paid up. The proposed
dividend, if approved, at the ensuing Annual General Meeting, would
result in appropriation of Rs.854 Lacs (including Corporate Dividend
Tax of Rs.119 Lacs) out of the Profits after Tax. The Company has made
a transfer of Rs.5,000 Lacs to the General Reserve.
The Register of members and share transfer books shall remain closed
from 28m December 2011 to 31st December 2011 (both days inclusive), for
the purpose of Annual General Meeting and payment of the dividend.
DIRECTORS
In accordance with Section 256 of Companies Act, 1956 and the Article
of Association of the Company, Mr. Arvind Dham & Mr. Vivek Agarwal
Directors of the Company retire at the ensuing Annual General meeting
and being eligible offer themselves for re-appointment. The board
recommends their reappointment.
Brief resumes of the Directors proposed to be reappointed, nature of
their industrial expertise in specific functional areas and names of
the Companies in which they hold directorships are provided in the
notice forming part of the Annual Report. Further, the names of the
Companies in which they hold the membership of the Committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange share provided in the Corporate Governance'' Section of this
Annual Report.
AUDITORS
The Statutory Auditors of the Company M/s Manoj Mohan & Associates,
Chartered Accountants, Delhi having firm registration No. 009195C hold
office until the conclusion of the next Annual General Meeting and are
recommended for reappointment. A Certificate from the Auditors have
been received to the effect that their appointment, if made, would be
within the limit prescribed under Section 224(1 B) of the Companies
Act, 1956.
AUDITORS'' REPORT
Notes forming part of Annual Accounts, which are specifically referred
to by the Statutory Auditors in their report, are self explanatory and
therefore, do not call for any further comments.
SHARE CAPITAL AUDIT
As per the directive of the Securities Board of India (SEBI) M/s Iqneet
Kaur & Company, Company Secretaries, New Delhi, undertakes a Share
Capital Audit on a quarterly basis. The purpose of the audit is to
reconcile the total number of shares held in CDSL, NSDL and in physical
form with the admitted, issued and listed capital of the Company.
The Share Capital Audit Reports as submitted by M/s Iqneet Kaur &
Company, Company Secretaries, New Delhi, on a quarterly basis were
forwarded to the Bombay Stock Exchange Limited and National Stock
Exchange of India Limited where the equity shares of the Company are
listed.
FIXED DEPOSITS
During the year under review, the Company did not accept any fixed
deposits under Section 58A and 58AA of the Companies Act, 1956.
DE-MATERIALISATION OF SHARES
The Company''s equity shares are available for de-materialization on
both the depositories'' viz., NSDL and CDSL.
Shareholders may be aware that SEBI has made trading in your company''s
shares mandatory, in de - materialized term. As on 30th June 2011,
35,939,921 equity shares representing 97.8% of your Company''s paid up
equity share capital has been de-materialised.
LISTING AT STOCK EXCHANGE)
The equity shares of Company are listed on the Bombay Stock Exchange
Limited and the National Stock Exchange of India Limited. The Company
has paid its annual listing fee to the stock exchanges for the
financial year 2011 -2012.
STATUTORY INFORMATION
- Particulars of Employees under section 217 (2A) of the Companies Act,
1956 read with the Companies
(Particulars of Employees) Rules, 1975 may be taken as Nil.
Statutory details of Energy Conservation and Technology Absorption, R&D
activities and Foreign
Exchange Earning and Outgo, as required under Section 217(1) (e) of the
Companies Act, 1956 and rules prescribed there under i.e. the Companies
(Disclosure of Particulars in Report of Board of Directors) Rules, 1988
are given in the Annexure and form part of this Report (Please refer
Annexure- I)
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Director''s Report and the certificate from the Company''s statutory
auditors confirming compliance of Corporate Governance norms as
stipulated in clause 49 VI of the Listing Agreement with the Indian
Stock Exchanges is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis of the Company''s financial
condition including the results of operations of the Company for the
year under review as required under clause 49 of the Listing Agreement
with stock exchange is presented in a separate section forming part of
the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, as amended by the Companies (Amendment) Act, 2000 with
respect to Directors'' Responsibility Statement, it is hereby stated and
confirmed:
- That in the preparation of the annual accounts for the financial year
ended on 30.06.2011, the applicable accounting standards have been
followed;
- 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 year 2011 and of the profit
or loss of the Company for the year under review;
That the Directors had taken proper and sufficient care 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; and
- That the Directors had prepared the annual accounts for the financial
year ended on 30.06.2011 on a going concern basis.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and
the workmen were highly cordial. INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to
shareholders'' requests/grievances at the minimum. Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholders'' and
Investors'' Grievances Committee of the Board meets periodically and
reviews the status of the redressal of investors'' grievances. The
shares of the company continue to be traded in electronic form and the
de-materialisation arrangement exists with both the depositories, viz.,
National Securities Depository Limited and Central Depository Services
(India) Limited.
EMPLOYEE WELFARE
Your Company demonstrated that it is a caring organization by
continuing to devise and implement several welfare measures for the
employees and their families. Employee welfare programmes and schemes
were implemented with utmost zeal and they were constantly reviewed and
improvements were made wherever necessary.
ACKNOWLEDGEMENT
Your Directors would like to place on record their appreciation for the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, co-operation, support and commitment
have enabled the Company to achieve its strong growth.
Your Directors acknowledge with thanks the continued support and
valuable co-operation extended by the business constituents, investors,
vendors, bankers and shareholders of the Company. Your Directors also
take this opportunity to offer their sincere thanks to the Financial
Institutions, Banks and other Government Agencies for their continued
support and assistance.
By order of the Board
For Ahmednagar Forgings Limited
Sd/-
Place : New Delhi (Arvind Dham)
Date : 12th November, 2011 Chairman
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