The Directors take pleasure in presenting the Twenty Fourth Annual
Report together with the Audited Statement of Accounts of your Company
for the year ended March 31, 2014.
(Rs. in Lakhs)
Particulars Financial Year
Revenue from Sale of Products (Net) 33,757.54 46,330.73
Other Operating Revenue 408.60 178.60
Other Income 12.07 8.43
Total Revenue 34,178.21 46,517.76
Cost of Materials Consumed (including
change in inventories) 26,009.49 37,173.04
Employee Benefit Expense 4,043.21 4,328.01
Other Expenses 3,147.27 3,650.49
Earnings before Depreciation,
Financial Charges and Tax 978.24 1,366.22
Interest Expense 663.56 474.21
Depreciation and Amortization Expense 1,519.97 1,523.63
Profit / (Loss) before Tax (1,205.29) (631.62)
Tax Expense / (Credit) (376.00) (189.00)
Profit/ (Loss) for the year (829.29) (442.62)
Due to the loss during the year, the Board of Directors has not
recommended a dividend.
Note 24 of the Accounts sets out the nature of transactions with
related parties. Transactions with Related Parties are carried out at
the arm''s length and the details are tabled before the Audit Committee.
CORPORATE SOCIAL RESPONSIBILTY
Your Company has adopted an orphanage/ old age home wherein the
employees voluntarily contribute their time and efforts to provide some
companionship and succour to the children and aged people. Your Company
also contributes financially to mitigate the hardships by providing
help to this cause.
Your Company identifies employable local youth and provides training to
them under Skill Development Centre.
Your Company has constituted a Corporate Social Responsibility
Committee (CSR Committee) in terms of section 135 of the Companies Act,
2013 and the Rules made there under. The Committee will be formulating a
CSR Policy to be undertaken by your Company covering the activities
specified in the Act.
ENVIRONMENT, HEALTH AND SAFETY
Your Company is committed to provide a safe, secure and healthy
workplace and this has been documented in the Health, Safety and
Environment (HSE) policy which is part of the Overarching Wellness
strategy of your Company. Your Company has therefore adopted a
comprehensive approach to implement this by adopting Total Safety
Culture'' concept across its operations. All the Plants of the Company
have been certified for EMS 14000 and OSHAS 18000 audit is under
progress to get certification for Pantnagar Plant.
Your Company has initiated a process for implementation of the British
Safety Council (BSC) Certification. The assessment will be made
initially for Pune Plants. The Gap audit is completed and actions are
being taken on areas that have been identified in the audit findings to
plug the gaps adequately. Training to enable effective implementation,
to all concerned personnel, is being provided.
During the year, the approach to safety has been strengthened in all
operations of your Company. Regular safety drills and safety audits are
conducted at each of the facilities. Not only the requisite training is
provided to the employees in Safety and HSE audits are carried out
every quarter but also health checks & counseling are extended to
Your Company has adopted Grey to Green climate change policy to
reduce its carbon footprint by reducing power consumption and selling
steel scrap to be reprocessed and sold. During the year, your Company
planted more than 100 trees in its Chakan and Bhosari Plants.
Your Company had brought a major focus on wellness initiative across
Pune Plants. There is a continued focus on tracking of near miss
incidences, which has resulted not only in reduction of reportable
accidents but even in first aid injuries & non-reportable accidents.
Safety competitions, presentations on safety kaizens, mock drills, etc.
are conducted for achieving a safe and healthy work environment.
Your Board of Directors are continually updated on Health, Safety and
Environment related matters.
All the manufacturing Plants of your Company are certified under TS
16949 and ISO 14001. Your Company has been implementing the Tata
Business Excellence Model to build excellence in its business
Mr. Arvind Goel has been appointed as an Additional Director with
effect from September 9, 2013. Mr. Pradeep Bhargava, Ms. Rati Forbes
and Mr. Deepak Rastogi have been appointed as Additional Directors with
effect from October 18, 2013.
They hold office up to the date of the ensuing Annual General Meeting
of the Company. Notice has been received from a Member of the Company
proposing the candidature of each of them for the office of Director.
In compliance with the provisions of Companies Act, 2013, the following
appointments of Independent Directors are placed before the Members in
the forthcoming general meeting for their approval:
1. Mr. Pradeep Bhargava and Ms. Rati Forbes for a term of five years
from the date of forthcoming Annual General Meeting.
2. Mr. Pradeep Mallick for a term covering a period from the date of
forthcoming Annual General Meeting till November 19, 2017.
5.2 Retirement by Rotation and Resignations
Mr. Ajay Tandon will retire by rotation at the conclusion of the
forthcoming Annual General Meeting and being eligible, has offered
himself for re-appointment.
Mr. R.S. Thakur and Mr. Amitabha Mukhopadhyay resigned as Directors
with effect from September 6, 2013 and October 9, 2013 respectively.
Mr. R.A. Savoor and Mr. L Lakshman resigned as Directors with effect
from October 18, 2013.
The Board of Directors places on record its appreciation for the
valuable contribution, guidance and support rendered by each one of
them during their tenure of Directorship.
Mr. Neeraj Kumar stepped down as a Manager of your Company with effect
from March 31, 2014, consequent upon his transfer to Tata AutoComp
Systems Limited. The Board places on record its appreciation for his
Mr. Anil Khandekar has taken over with effect from April 1, 2014 as a
Manager (designated as Chief Executive Officer). The approval of the
Shareholders was sought by way of Postal Ballot for his appointment and
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance, along with the
Certificate of Compliance from the Auditors, forms a part of this
THE DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956 and based on
the representations received from the Operating Management, the
Directors confirm that
1. In the preparation of the Annual Accounts for the year 2013-14, the
applicable Accounting Standards have been followed and that there are
no material departures;
2. They have, in consultation with the Statutory Auditors, selected
and applied accounting policies consistently and have 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 viz. March 31, 2014 and of the loss of the Company for
the year ended on that date;
3. They have taken proper and sufficient care, to the best of their
knowledge and ability, 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; and
4. They have prepared the annual accounts on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo required in terms of section 217 (1) (e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is set out in Annexure
I to this Report.
At the end of March, 2014, your Company had 1599 employees as against
2000 in March, 2013.
Your Company accords high importance to build and sustain healthy
industrial relations with the aim of achieving competitive productivity
& cordial work environment. The industrial relations have generally
remained harmonious except for Pantnagar Plant where your Company faced
agitation by a section of workmen between May, 2013 and June, 2013
during which the manufacturing operations were affected. With a view to
ensure prompt resolution of employee grievances and to ensure
involvement of functional heads & all Managers in this process, various
Committees have been set up under the Chairmanship of Functional Heads
in major Plants & Department Heads in other Plants e.g. Works
Committee, Health, Safety and Environment Committee, Prevention of
Sexual Harassment Committee, etc. The functioning of these Committees
is regularly reviewed at the highest level.
Your Company has signed a long term productivity linked wage agreement
with the trade union at Chakan. Considering the tough market
situation, it has become essential to substantially improve the
productivity on the shop floor. Your Company has consequently taken a
major initiative to implement TACO Productivity Management System
(TPMS) on the principles of Maynard Operation Sequence Technique
(MOST), which is expected to improve productivity, resulting in
rationalization / reduction in manpower in all the Plants.
There was no employee of the Company who received remuneration in
excess of the limits prescribed under section 217 (2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees), Amendment
M/s. Price Waterhouse, Chartered Accountants (Firm Reg. No. 301112E)
will retire at the conclusion of the ensuing Annual general meeting of
your Company as Statutory Auditors and being eligible, offer themselves
for reappointment. Your Company has received a certificate to the
effect that their re-appointment, if made, will be in accordance with
the provisions of the Companies Act, 2013. Your Directors recommend
their re-appointment as Statutory Auditors of the Company for FY
M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune were
appointed as the Cost Auditors for FY 2013-14.
Based on the Audit Committee recommendations, the Board has approved
the re-appointment of the firm for FY 2014-15 subject to approval of
the remuneration by Members.
Your Company has received a Certificate to the effect that their
re-appointment, if made, will be in accordance with the provisions of
the Companies Act, 2013.
The Company appointed M/s. S. V. Deulkar & Co, Company Secretaries for
conducting Secretarial Audit of the Company for FY 2013-14. The
Secretarial Audit Report is attached to this Annual Report. The Report
confirms compliance by the Company with provisions of the Companies
Act, 1956, Listing Agreement with the Stock Exchanges and the
applicable Regulations under Securities and Exchange Board of India
Act, 1992 except an instance of delay in intimation of calling off of
agitation of workmen at Pantnagar Plant as per clause 36 of the Listing
Agreement. Steps are being taken to further strengthen the compliance
In terms of provisions of the Companies Act, 2013, Secretarial Audit is
mandatory for the Company from FY 2014-15.
Based on the Audit Committee recommendations, the Board has approved
re-appointment of M/s. S. V. Deulkar & Co, Company Secretaries for
conducting the Secretarial Audit for FY 2014-15.
BORROWINGS AND/OR CREATION OF SECURITY
Approval of the Members was sought in the Annual General Meeting of
August 28, 2007 for increase in borrowing powers and increase in limit
for creation of charges to enable the Company to meet the working
capital requirements and to finance capital expenditure with debt from
time to time.
In terms of provisions of the Companies Act, 2013, approval of the
Members is sought afresh by way of Special Resolutions for the
AWARDS AND RECOGNITION
Your Company was awarded with a Certificate of recognition for Best
Practices from General Motors India Private Limited for successful
implementation of Quality Systems Basics.
FORWARD LOOKING STATEMENTS
Certain statements describing the Future Outlook, Industry Structure
and Developments may be construed forward looking statements within
the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed or implied in this
Your Directors place on record their sincere thanks and appreciation
for the confidence reposed and continued support extended by Central
and State Governments, Bankers, Customers, Suppliers and Shareholders.
Your Board would like to place on record its sincere appreciation to
the employees for the dedicated efforts and contribution in playing a
very significant part in the Company''s operations.
For and on behalf of the
Board of Directors
Pune, April 29, 2014 Chairman