The Directors have pleasure in presenting the Fifty Fourth Annual
Report covering the operations for the year ended 31st March 2015
together with the accounts and Auditors'' Report thereon.
FINANCIAL RESULTS: Year Ended Year ended
(Rs. in Lacs) (Rs.in Lacs)
Net Revenue 16,293.67 15,115.88
Profit before Interest, Depreciation
and Taxation 1,196.10 971.11
Less : Interest 31.40 27.26
Depreciation 424.64 441.11
Profit before Tax 740.06 502.74
Less: Taxation [including Deferred Tax] 181.75 116.99
Profit after Tax 558.31 385.75
Add: Balance brought forward from
previous year 209.75 287.25
Less: Adjustment towards depreciation
on assets whose life is already over 22.75 -
Profit available for appropriation 745.31 673.00
Less: Transfer to :
Proposed Dividend 286.88 267.75
Dividend Tax 58.40 45.50
General Reserve 200.00 150.00
Balance Carried to Balance Sheet 200.03 209.75
The growth in net revenue of 7.8% was primarily due to increase in
sales to OEMs and export of end-products.
The production of products with higher imported Raw Material had its
impact on the profitability of operations which to an extent was offset
by operational actions.
It is expected that the demand for the products would improve from the
second quarter of the current year and coupled with increase in product
range would result in better capacity utilization.
The ongoing cost reduction measures undertaken by the Company and
implementation of consolidation of production facilities in a phased
manner would support improved results in the future.
The emphasis on export of intermediate products including Powder is
planned to augment the results.
The Directors recommend a dividend of Rs.7.50 per share (Previous Year:
Rs.7/- per share) on the paid up capital for the financial year ended
31st March 2015. The payment of dividend is subject to the approval of
shareholders at the ensuing Annual General Meeting.
Compliance under Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the details of the compliances under
Companies Act, 2013 are enumerated below:
Consolidated Financial Statements
The requirement of consolidation of accounts as stipulated under
Accounting Standard (AS)-21 on Consolidated Financial Statements read
with AS-23 on Accounting for Investments in Associates and AS-27 on
Financial Reporting of Interests in Joint Ventures, the audited
consolidated financial statement are not applicable to the Company in
respect of the financial year ended 31st March 2015.
Subsidiaries, Associates and Joint Ventures
During the year, the Company invested upto 24.19% in the capital of IPL
Green Power Limited on 4th August 2014 - making it as an Associate
Company as per the provisions of Section 2(6) of the Companies Act,
2013. The Company is yet to commence its commercial production.
BBL Daido Private Limited, a joint-venture company with M/s.Daido Metal
Company, Japan has performed with a turn-over of Rs.43.29 Crores and a
profit after tax of Rs.2.86 Crores in the year 2014-2015 as against a
turnover of Rs.41.02 Crores and a profit after tax of Rs.3.86 Crores in
the previous year.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts), Rules, 2014 a statement containing salient
features of the financial statements of the Company''s Associates (in
Form AOC-1) is attached to the financial statements.
The company did not accept any deposits within the meaning of
provisions of Chapter V - Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and the deposits which remained as on the beginning of the
financial year 2014-2015 were repaid during the financial year.
Directors and Key Managerial Personnel
During the year under review, Dr.(Mrs.) Sandhya Shekhar was appointed
as an additional director under the independent category by the Board
of Directors at their meeting held on 14th November 2014. Subsequently
her appointment was approved for a period of 3 years from 14th November
2014 by the members of the Company vide resolutions passed through
postal ballot on 22nd May 2015.
All the Independent Directors of the Company have declared that they
meet the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of
At the Board Meeting held on 14th August 2014, Mr. A.Krishnamoorthy,
Chairman & Managing Director, Mr.S.Narayanan, Whole-time Director,
Mr.N.Venkataraman, Chief Financial Officer and Mr.K.Vidhya Shankar,
Company Secretary were designated as Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Further Mr.S.Narayanan, Whole-time
Director is retiring at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
M/s.Price Waterhouse, Chartered Accountants, the retiring Auditors
expressed their unwillingness to continue as Statutory Auditors of the
Company. M/s.Price Waterhouse Chartered Accountants LLP (Firm Regn. No.
012754N/N500016) expressed their willingness to be appointed as
Statutory Auditors. The company had received a confirmation regarding
their consent and eligibility under Sections 139 and 141 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for
appointment as the Auditors of the Company. As required under Clause 41
of the Listing Agreement, the Auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. The Audit Committee and
the Board of Directors have recommended the appointment of the Auditors
for the financial year 2015-2016. The necessary resolution is being
placed before the shareholders for approval.
The Board had appointed M/s.S. Mahadevan & Co., (Regn. No: 000007) Cost
Auditors for the financial year 2015-2016 to carry out the cost audit
of the products manufactured by the Company. The remuneration payable
to the cost auditors for the year 2015 - 2016 is being placed for the
approval. The Cost Audit Report for the financial year 2013-14 was
filed on 26th September 2014.
M/s.Fraser & Ross, Chartered Accountants, Coimbatore are the Internal
Auditors of the Company.
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. KSR & Co. Company Secretaries LLP to conduct the Secretarial Audit
of the Company for the financial year ended 31st March 2015. The
Secretarial Audit Report is attached as Annexure-G to this Report.
In accordance with the requirements of the Companies Act, 2013 and the
Listing Agreement, the Board of Directors of the Company has framed the
following policies :
- Remuneration Policy - Policy on Related Party Transactions
- Risk Management Policy - Corporate Social Responsibility Policy
- Vigil Mechanism Policy - Familiarisation Programme for Directors
- Criteria for performance evaluation of Board.
The above policies are up-loaded on the Company''s webste, under the
There were no material changes in the commitments affecting the
financial position of the Company between the end of the financial year
(31 st March 2015) and the date of report (30th May 2015).
There were no significant and material orders passed by Regulators or
Courts or T ribunals which would impact the going concern status of the
Particulars of Employees and related disclosures :
The disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1),(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014 are provided in the Annexure - 1
forming part of the Annual Report.
Having regard to the provisions of Section 136(1) read with and its
relevant proviso of the Companies Act, 2013, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member is
interested in obtaining such information may write to the Company
Secretary and the same will be furnished free of cost.
Board Meetings held during the year:
During the year ended 31st March 2015, 5 meetings of the Board of
Directors were held. The details of the meetings are furnished in the
Corporate Governance Report which is attached as Annexure-B to this
Extract of Annual Return :
An extract of Annual Return in Form MGT-9 as on 31st March 2015 is
attached as Annexure-F to this Report.
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013 The details of loans / investments made by the
Company are given in the financial statements.
Related Party Transactions :
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business and at Arm''s Length pricing basis.
The Audit Committee granted omnibus approval for the transactions
(which are repetitive in nature) and the same was reviewed by the Audit
Committee and the Board of Directors. There were no materially
significant transactions with Related Parties during the financial year
2014-15 which were in conflict with the interest of the Company. The
details of the transactions with related parties are given in the
financial statements in Note No.43 of the financial statements.
Risk Management :
The Company has constituted a Risk Management Committee. The Committee
takes care of the external and internal risk associated with the
Company. The Board of Directors oversees the Risk Management process
including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting.
Board Evaluation :
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting held on
21st March 2015 considered / evaluated the Board''s performance,
performance of the Chairman and other non-independent Directors. The
Board have undergone formal review which comprised Board effectiveness
and allied subjects. The Board also reviewed the workings of the
various committees and sub-committees without participation of the
concerned Directors / members.
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. Further the Independent directors of the
Company have separately affirmed code of conduct as per the
requirements of the Companies Act, 2013.
Internal Control Systems and their Adequacy :
Details of the same are provided in the Management Discussion and
Analysis Report attached as Annexure-D to this Report.
Research and Development, Conservation of Energy, Technology,
Absorption, Foreign Exchange Earnings and Outgo.
Your Company continues to focus on Research and Development activities
with specific reference to fuel efficiency, vehicle performance and
enhancement of safety etc,
The particulars prescribed under Section 134 of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are furnished in Annexure-A to this Report.
Corporate Governance :
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors (and also the members of the Senior Management) have affirmed
in writing their compliance with and adherence to the Code of Conduct
adopted by the Company. The details of the Code of Conduct are
furnished in the Corporate Governance Report attached as Annexure-B to
The Secretarial Auditors of the Company have examined the requirements
of Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under Clause
49 of the Listing Agreement. The Certificate in this regard is attached
as Annexure-C to this Report.
CEO / CFO Certification:
As contemplated under Clause 49 of the Listing Agreement, the
certificate from Mr.A.Krishnamoorthy, Managing Director and
Mr.N.Venkatarman, Chief Financial Officer was placed before the Board
of Directors at their meeting held on 30th May 2015 which was read and
taken on record.
Internal Complaints Committee :
The Company has put in place a policy for prevention, prohibition and
redressal against sexual harassment of women at the work place to
protect women employees and enable them to report sexual harassment at
the work place. An Internal Complaints Committee headed by a woman
employee has also been constituted for this purpose. No complaints were
received from any employee during the year ended 31st March 2015.
Corporate Social Responsibility (CSR) initiatives :
Pursuant to Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your
Company framed a Policy on Corporate Social Responsibility and the
required amount of Rs.19.50 lacs was spent towards Corporate Social
Responsibility obligations and the details of which are provided in the
Annexure-E to this Report.
Vigil Mechanism :
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism which inter-alia provides a direct access
to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
Developments in the Madras Stock Exchange Limited :
Pursuant to the exit order Dt.14th May 2015 issued by the Securities
and Exchanges Board of India (SEBI), the Madras Stock Exchange Limited
does not exist as a stock exchange from that date. Your shares will
continue to be traded in the BSE Limited (Bombay Stock Exchange
Limited, Mumbai), the nation-wide stock exchange where the same is
Directors'' Responsibility Statement :
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with 134(5) of
the Companies Act, 2013 in the preparation of financial statements for
the year ended 31 st March 2015 and state that
(a) in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and 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 and of the Profit of the
Company for that period.
(c) the directors had taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
(d) the directors had prepared the annual accounts on a going concern
(e) the directors, had laid down proper internal financial controls to
be followed by the Company and that such internal financial controls
are adequate and were operating effectively, and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
Transfer of Unclaimed Dividend to Investor Education and Protection
Pursuant to the provisions of Section 125(2) of the Companies Act,
2013, the Company has transferred the unclaimed dividend amounts
referable to the year ended 31st March 2007 (both interim and final) to
the credit of the Investor Education and Protection Fund during the
year under review well before their respective due dates.
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, Bankers, customers,
dealers, suppliers, share-holders and also the valuable support
received from M/s.Daido Metal Company, Japan. The Directors also wish
to thank all the employees for their contribution, support and
continued co-operation throughout the year.
For and on behalf of the Board
Chennai A. Krishnamoorthy
30th May 2015 Managing Director