The Members,
The Directors take pleasure in submitting the 21st Annual Report and
the Audited Annual Accounts of the Company for the year ended 31st
March, 2011.
1. FINANCIAL HIGHLIGHTS:
Particulars Year ended Year ended
31st March, 2011 31st March, 2010
Rs. Millions Rs. Millions
Sales & Other Income 10018.02 8319.51
Profit before Interest, Depreciation
and Taxation 2106.81 2058.69
Interest 0.24 7.62
Depreciation 213.81 188.06
Profit before tax 1892.76 1863.01
(i) Provision for Taxation (Current) 571.10 610.00
(ii) Short / Excess provision of Taxation -0.06 1.82
(iii) Provision for Taxation (Deferred) 24.22 25.57
Total Tax (i ii iii) 595.26 637.39
Profit after tax 1297.50 1225.62
Surplus Brought Forward from Previous Year 3913.52 3085.57
Balance available for appropriations 5211.02 4311.19
Interim Dividend on Equity Shares 0.00 75.46
Proposed Dividend on Equity Shares 282.96 160.35
Tax on Dividend on Equity Shares 45.76 39.30
Transferred to General Reserve 129.75 122.56
Balance Carried to Balance Sheet 4752.55 3913.52
2. OPERATIONAL REVIEW:
During the year under review, the Turnover of the Company has gone up
to Rs. 9610.80 Millions as compared to Rs. 8041.95 Millions in the previous
Financial Year. Exports Turnover has also gone up to Rs. 5671.72 Millions
as compared to Rs. 4102.61 Millions in the previous Financial Year.
During the year under review, the Company has registered a Profit
Before Tax (PBT) of Rs. 1892.76 Millions and Profit After Tax (PAT) of Rs.
1297.50 Millions as compared to PBT of Rs. 1863.01 Millions and PAT of Rs.
1225.62 Millions respectively in the previous Financial year.
During the year under review, on a consolidated basis, your Company
(together with its Subsidiaries) registered a Turnover of Rs. 11369.42
Millions as compared to the Turnover of Rs. 9497.01 Millions in the
previous Financial Year. Correspondingly, the Consolidated Profit after
Tax (PAT) registered during the year under review is Rs. 1835.82 Millions
as compared to PAT of Rs. 1710.99 Millions in the previous Financial
year.
3. DIVIDEND:
The Board of Directors is pleased to recommend a Dividend of Rs. 3.00
(150%) per Equity Shares of the face value of Rs. 2 each amounting to Rs.
282.96 Millions for the Financial year 2010-11 subject to the approval
of the shareholders.
The total Dividend outgo for the year ended 31st March, 2011 would be Rs.
328.72 Millions including the Corporate Dividend Tax of Rs. 45.76
Millions.
6. INCORPORATION OF A STEP-DOWN SUBSIDIARY IN CHINA:
During the year under review, a step-down Subsidiary Company in the
name of Wuxi Weigejia Trade Co. Limited, China has been incorporated
which is a Wholly-owned Subsidiary of Vega Industries (Middle East)
FZE, UAE.
7. ACQUISITION OF SHARES OF DCPL FOUNDRIES PRIVATE LTD.:
During the year under review, the Company has acquired 70% of the
Equity Shares of Rs. 10 each of DCPL Foundries Private Ltd., Trichy
(DFPL) at a price of Rs. 10 per share. With the acquisition of 70% of the
Equity Shares of DFPL, it has become a Subsidiary of the Company with
effect from 13th December, 2010.
8. CAPITAL EXPENDITURE OUTLAY:
During the year under review, the Company has incurred Rs. 715.83
Millions (including Rs. 134.76 Millions of Capital work-in-progress) on
Capital Expenditure.
9. HUMAN RESOURCE POLICY:
The Company''s business is highly specialized and involves the full
cycle from design of solutions for specific applications at the
customer''s end to production of highest quality material to supervision
of installation of parts at the customer''s end. It requires dedicated
staff at all levels. The Company enjoys very low attrition levels and
endeavors to ensure retention of staff by putting in place best in
class human resource practices. In addition to opportunities for
growth, the Company also ensures that there is sufficient learning
imparted to the employees through regular cross-functional interactions
and expert training seminars.
10. BUSINESS PROSPECTS:
The Company is operating in a high technology oriented niche
engineering segment, involving manufacturing of impact, abrasion and
wear resistant, high chrome mill internal products used by cement,
mining and utility industries. The Company services the ‘replacement''
demand of these industries and the OEM requirement for new capacities
added.
The Company closed the fiscal year 2010-11 with a growth of 25.48% in
terms of tonnage and 19.72% in terms of revenue as compared to the
previous year. This was attained largely on account of the successful
penetration in the mining space. The Company today services different
mineral ores like iron, copper, gold, platinum and zinc for blue chip
mining customers in countries like USA, Canada, Brazil, South Africa,
Australia, etc.
In addition to in-roads in the global mining space, the Company
continued to build on its market share in the global Cement market and
the Utility market in India.
For the upcoming fiscal year, i.e. 2011-12, the Company expects to
further increase its market share in the mining space by targeting
increased business from existing customers as well as new customers. In
the Cement market, the Company will continue to focus on countries with
high growth potential including China, where the Company has started to
make firm progress.
In the utility market in India, there is a lot of optimism in relation
to the planned commissioning of coal fired thermal power stations in
the country and the Company will continue to benefit from its strong
presence in this market.
11. FUTURE EXPANSION:
AIAE has implemented brown field expansions at various locations in
Fiscal Year 2010-11 and the capacity has effectively increased to
200,000 tons per annum. The Company has also charted out further
expansion plans through a combination of greenfield and brown field
projects whereby the Company would be in a position to increase the
overall capacity by additional 100,000 tons per annum so as to be
effecively available in Fiscal Year 2013-14.
12. SUBSIDIARY COMPANIES:
As required under the Listing Agreements with the Stock Exchanges and
in accordance with the Accounting Standard 21 (AS-21), Consolidated
Financial Statements being prepared by the Company includes financial
information of its Subsidiaries.
In accordance with the provisions laid down in Section 212 of the
Companies Act, 1956, the Company is required to attach the Annual
Accounts of the subsidiary Companies to its Annual Accounts.
Central Government, Ministry of Corporate Affairs vide its General
Circular No. 2/2011 and its Order No. 5/12/2007-CL-III dated 8th
February 2011 has granted a General Exemption to the Companies from
attaching the audited accounts of the subsidiaries to this Annual
Report subject to the compliance of terms and conditions as mentioned
in the said Circular.
The Company has Subsidiaries in India and abroad. A statement
containing brief financial details of these companies for the year
ended 31st March, 2011 forms part of this Annual Report. The annual
accounts of the Subsidiary Companies will be available for inspection
by any member at the Registered Office of the Company. The Annual
Accounts of the Subsidiary Companies and the related detailed
information will be made available to the members of the Company
seeking such information at any point of time.
13. INSURANCE:
The Company has taken adequate insurance coverage of all its assets and
Inventories against various calamities viz. fire, floods, earthquake,
cyclone etc.
14. DEPOSITS:
The Company has not accepted deposits from the public during the year
under review, within the meaning of Section 58A of the Companies Act,
1956.
15. INDUSTRIAL RELATIONS:
The Company is extremely sensitive in dealing with its staff and
workers and continues to take steps towards achieving the highest
standards of industrial harmony. All statutory compliances are
maintained. Company has always tuned its policy and process to help
staff and workers to have a healthy working environment and keep high
morale in the organization. Company has regular interactions with the
business and industrial fraternity through organisations like the
Confederation of Indian Industries (CII), the Gujarat Chamber of
Commerce and Industries (GCCI) and Ahmedabad Management Association
(AMA).
16. INTERNAL CONTROL AND AUDIT:
Company has a proper and adequate system of Internal Control
commensurate with its size and the nature of its operation to ensure
that all assets are safeguarded and protected against loss from
un-authorised use or disposition and those transactions are authorised,
recorded and reported correctly.
During the year under review, Internal Audit of the Company has been
carried out by a firm of Chartered Accountants.
17. CORPORATE GOVERNANCE:
In line with the Company''s commitment to good Corporate Governance
Practices, your Company has complied with all the mandatory provisions
of Corporate Governance as prescribed in Clause 49 of the Listing
Agreement with the Stock Exchanges.
A separate report on Corporate Governance and Practicing Company
Secretaries Report thereon are included as a part of the Annual Report.
18. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA):
MDA covering details of operations, Business in International Markets,
Research and Development, etc. for the year under review is given as a
separate statement, which forms part of this Annual Report.
19. DIRECTORS:
Mr. Yashwant M. Patel was appointed as an Additional Director by the
Board of Directors of the Company in their meeting held on 12th
November, 2010. Mr. Yashwant M. Patel will be Additional Director upto
the ensuing Annual General Meeting.
The Board of Directors of the Company in their meeting held on 30th
May, 2011 appointed Mr. Yashwant M. Patel as a Whole-time Director of
the Company for a period of three years with effect from 01.04.2011.
Mr. Bhupendra A. Shah and Mr. Vinod Narain, Directors of the Company
retire by rotations at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment.
The Board recommends the re-appointments of Mr. Bhupendra A. Shah and
Mr. Vinod Narain as Directors of the Company.
20. STATUTORY AUDITORS:
M/s. Talati & Talati, Chartered Accountants, the Company''s Statutory
Auditors will retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
21 COST AUDITORS:
In compliance with the Ministry of Corporate Affairs'' order No.
52/26/CAB-2010 dated 3rd May, 2011, the Board of Directors of the
Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants,
Ahmedabad as the Cost Auditors of the Company to audit the Cost
Accounting Records of the Company for the Financial Year 2011-12.
22. PARTICULARS OF EMPLOYEES:
The particulars of employees, as required under Section 217 (2A) of the
Companies Act, 1956 are given as an Annexure-A to this report.
23. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The additional information regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo, stipulated under
Section 217 (1) (e) of the Companies Act, 1956 are given as an
Annexure–B to this report.
24. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, your Directors
hereby confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(ii) sound accounting policies have been selected and applied
consistently and judgments and estimates made 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 ended 31st March, 2011 and
the Profit and Loss Account for the year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the Annual Accounts have been prepared on a going concern basis.
25. CORPORATE SOCIAL RESPONSIBILITY:
The Company is firm in its resolve to ensure that its social
obligations are given the right attention. Various initiatives have
been taken up in line with the same and which are explained in more
detail in Annexure C of this Report.
26. ENVIRONMENT, HEALTH & SAFETY:
We are compliant with all environmental regulations. There is a
constant effort to improve the work environment. As an environmental
conscious industry, we are working to become a carbon and water neutral
Company.
Safety was a key word and safe operating practices and safe work for
all are key management KRAs. To create awareness and involve all for
safe practices, regular tool box meetings were held at shop floor. The
use of Personal Protective Equipment (PPE) and health check-ups
contributed to safety and good occupational health of the employees.
Safety Audits were also arranged
27. GROUP FOR INTER-SE TRANSFER OF SHARES:
As required under Clause 3(e) of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeover) 1997, persons
constituting Group (within the meaning as defined in the Monopolies
and Restrictive Trade Practices Act, 1969) for the purpose of availing
exemption from applicability of the provisions of Regulation 10 to 12
of the aforesaid SEBI Regulations are given in Annexure D attached
herewith and the said Annexure D forms part of this Annual Report.
28. ACKNOWLEDGEMENT:
Your Directors thank the Company''s customers, vendors, bankers,
auditors, investors and Government bodies for their continued support
during the year. Your Directors place on record their appreciation of
the contributions made by employees at all levels. Your Company''s
consistent growth was made possible by their hard work, solidarity,
co-operation and support.
For and on behalf of the Board,
Place : Ahmedabad (Rajendra S. Shah)
Date :30th May, 2011 Chairman
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