To the Members,
The Directors have the pleasure in presenting the 31st Annual Report
on the business and operations of the Company and the accounts for the
financial Year, ended 30th September, 2012.
(Rs. in Million)
Profit before Depreciation & Tax 939.63 1,105.28
Less : depreciation & amortisation 273.88 233.93
Provision for Taxation - Current/
Deferred/ Fringe Benefit Tax 215.57 295.78
Profit After Tax 450.18 575.57
Balance of Profit from Previous Year 1,795.43 1,453.09
Profit available for appropriation 2,245.61 2,028.66
Dividend for the year 151.12 151.12
Tax on dividend 24.52 24.52
Transfer to General Reserve 45.10 57.56
Surplus retained in Profit & Loss Account 2,024.87 1,795.43
REVIEW OF PERFORMANCE
The Gross Sales and other income for the financial year under review
was Rs.10,445.60 Million as against Rs. 11,144.87 Million for the previous
financial year. The Profit Before Tax of Rs. 665.75 Million and the
profit After tax of Rs. 450.18 Million for the financial year under
review as against Rs. 871.35 Million and Rs. 575.56 Million respectively
for the financial year
The Directors recommend the payment of dividend of Rs. 10/- per share of
Rs. 10/- each. The Dividend Distribution tax shall be paid by the Company
and the dividend distributed to shareholders is exempt from tax.
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet
During the year the Company took up the initiative, along with other
group companies, to generate power from Green Energy sources and
installed one Wind Turbine Generator with 2.00 MW generation capacity
at Tithwa, Gujarat. Total Generation of power from the wind mill during
the year was 1742 Lacs KwH (April to September, 2012) which was in turn
sold to Gujarat Urja Vikas Nigam Limited.
The Auditors'' Report to the Shareholders does not contain any
DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 relating to conservation of
energy, technology absorption, foreign exchange earning and outgo is
provided in the Annexure A forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report and the Report
of the Directors on Corporate Governance form part of this report.
PARTICULARS OF EMPLOYEES
The Board of Directors wishes to express their appreciation to all the
employees for their dedicated contribution to facilitate smooth
operations during the year. The Information required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975, form part of this Report. In
terms of Section 219(1)(b)(iv) of the Act, the report and accounts are
being sent to the shareholders of the Company excluding the aforesaid
Annexure. Any member interested in obtaining a copy of the statement,
may write to the Company Secretary of the Company None of the employees
listed in the said Annexure is related to any Director of the Company
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
- In the preparation of the annualaccounts, the applicable accounting
standards have been followed and there has been no material departure.
- Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that have been made 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 period.
- 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.
- The annualaccounts have been prepared on an ongoing concern basis.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, M/s. B C Prabhakar & Satish
Sekhri retires by rotation and being eligible, offer themselves for
M/s. Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
Accountants, Statutory Auditors of the Company hold office until the
conclusion of ensuing AGM and are eligible for Reappointment. The
Company has received a confirmation from M/s. Deloitte Haskins & Sells
(Chennai) to the effect that their appointment if made, would be within
the limits prescribed under Section 224(1B) of the companies Act, 1956.
Your Directors take this opportunity to thank the financial
institutions, banks, central & state government authorities, regulatory
authorities, stock exchanges and the stakeholders for their continued
co-operation and support to the Company.
Your Directors wish to place on record their appreciation for the
continued co-operation and support received from the Kalyani Group,
Pune, and Meritor Inc., USA for and on behalf of the Board of
Place: Mysore B. N. Kalyani
Date: 29th November, 2012 Chairman