The Directors have pleasure in presenting the Fifty Third Annual
Report covering the operations for the year ended 31st March 2014
together with the accounts and Auditors'' Report thereon.
Year Ended Year ended
(rs in Lacs) (rs in Lacs)
Net Revenue 15115.88 16595.32
Interest, Depreciation and
Taxation 971.11 1361.48
Less : Interest 27.26 30.38
Depreciation 441.11 422.57
Profit before Tax 502.74 908.53
Less : Taxation
(including Deferred Tax) 116.99 232.83
Profit after Tax 385.75 675.70
Add : Balance brought forward
from previous year 287.25 264.31
Profit available for appropriation 673.00 940.01
Less : Transfer to :
Proposed Dividend 267.75 344.25
Dividend Tax 45.50 58.51
General Reserve 150.00 250.00
Balance carried to Balance Sheet 209.75 287.25
During the year under review the net revenue showed a decline of around
9% due to adverse market conditions impacted by sluggishness in the
economy. Though it affected the economy as a whole, the impact on
automobile industry was severe, particularly in the Commercial Vehicles
Barring the tractor segment, all other segments of the market were
affected resulting in reduction in demand.
The consequential effect on the Company was under utilisation of
capacity and with increased input costs, the results were affected.
Effective steps were taken to contain and minimise the impact through
control measures on material and energy costs.
Emphasis on exports and diversifying the product range should show
results in the coming year.
Your Directors recommend a Dividend of Rs. 7/- per share, (Previous Year:
Rs. 9/- per share) on the Paid-up capital for the year ended 31-03-2014.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Statement under Section 217(2AA) of the Companies Act, 1956:
(a) The applicable accounting standards had been followed with no
(b) The Accounting policies that have been selected have been applied
consistently and the judgments and estimates based on them are prudent
and reasonable to give a true and fair view of the state of the affairs
of the company as on 31-03-2014 and of the profit for the year ended on
(c) Proper and sufficient care have been taken for 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.
(d) The Accounts have been prepared on a going concern basis.
The matters relating to Corporate Governance as per the Listing
Agreement are given in the Annexure forming part of this Report.
CODE OF CONDUCT:
The Company has adopted a code of conduct for the Board of Directors
and senior management of the Company and all of them have affirmed
compliance of the same.
CEO / CFO CERTIFICATION:
As contemplated under Clause 49 of the Listing Agreement, a certificate
from Mr.A.Krishnamoorthy, Chairman & Managing Director and
Mr.N.Venkataraman, Chief Financial Officer was placed before the Board
at the meeting held on 26-05-2014 which was read and taken on record.
DISCLOSURE OF PARTICULARS:
The information required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Directors), Rules 1988 is given in the Annexure forming part of this
Mr.S.Narayanan was appointed as a Whole-time Director effective
01-11-2012. In order to comply with the provisions of the Companies
Act, 2013 his term of appointment was changed to provide for retirement
Mr.N.P.Mani is retiring at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
Independent Directors, Mr.P.M.Venkatasubramanian, Mr.Krishna Srinivasan
and Mr.R.Vijayaraghavan are proposed to be appointed as independent
directors at the ensuing Annual General Meeting for a period of five
years from 23.07.2014. They are not liable to retire by rotation. The
necessary resolutions are placed before the members for consideration
Mr. A.B.Avery submitted his resignation vide his letter dated
27.05.2014. He joined the Board on 01.08.1975 Mr.A.B.Avery is a
Certified Public Accountant and was the former Chairman of Automotive
Components Limited, Australia. Mr. A.B.Avery had vast experience in the
automobile and its ancillary industries and had been associated closely
with the Company and had contributed significantly to the growth of the
Company. Your directors wish to place on record the valuable
contribution made by Mr.A.B.Avery during his tenure as a director.
M/s. Price Waterhouse, Chennai the retiring Auditors are eligible for
re-appointment. The Audit Committee had recommended to the Board for
Pursuant to Section 148 of the Companies Act, 2013, M/s.S.Mahadevan &
Co., Coimbatore, practicing Cost Accountants have been appointed as
Cost Auditors of the Company based on the recommendations of the Audit
Committee. The remuneration payable to them has to be ratified by the
members at the ensuing Annual General Meeting.
Your Directors wish to thank the Customers, Employees, Suppliers and
Bankers for their support and co-operation extended during the year.
Our thanks are due to Daido Metal Company for their co-operation. We
wish to particularly thank our Shareholders for the continued support
extended by them.
For and on behalf of the Board
Chennai A. Krishnamoorthy
6th June 2014 Chairman & Managing Director