Birla Power Solutions

Dear Members,
 
 The Directors have pleasure in presenting their Twenty Seventh Annual
 Report together with the audited statement of accounts of the Company
 for the financial year ended on 31st March, 2013.
 
 INANCIAL RESULTS
 
                                              (Rs. in lacs)
 
                         Standalone                 Consolidated
                       For the      For the      For the     For the
                       year ended   year ended   year ended  year ended
                       31.03.2013   31.03.2012   31.03.2013  31.03.2012
 
 Sales & Other 
 Income                 39461.75     41961.81     70438.45    65,550.58
 
 Profit before 
 interest and 
 depreciation            5125.09      5254.16      5084.58     5,048.65
 
 Interest (Net)          2957.80     2,826.99      3658.37     2,829.73
 
 Profit before 
 depreciation            2167.29      2427.17      1426.23     2,218.92
 
 Depreciation             353.65       364.25       353.65       364.25
 
 Profit after 
 depreciation 
 but before Tax           988.31       861.19      1428.47     1,854.67
 
 Provision for taxation    45.18       168.83        45.18       168.83
 
 Adjustment of
 provision for 
 earlier years                           0.51                      0.51
 
 Tax adjustment 
 for the earlier
 years                    501.43       162.81       501.43       162.81
 
 Profit after tax         441.70       529.55       881.80     1,522.52
 
 STANDALONE RESULTS
 
 During the financial year under review, the total revenue for the
 financial year ended 31st March, 2013 was Rs. 39461.75 lacs as against
 Rs. 41961.81 lacs during the previous financial year ended 31st March,
 2012 showing a decrease of 6.34 %.  Similarly, profit after tax for the
 same periods were Rs 441.70 lacs and Rs.529.55 lacs respectively
 showing a decrease of 20%. This is because of increase in cost of
 overheads,interest and tax adjustment of earlier years.
 
 CONSOLIDATED RESULTS
 
 The consolidated Financial statements comprising the accounts, of your
 Company and its subsidiaries are appended in the Annual report. On a
 consolidated basis, the total turnover for the year financial year
 2012-13 was Rs. 70438.45 lacs as against Rs 65550.58 Lacs during the
 financial year 2011-12 showing an increase of 7% and the profit after
 tax for the same periods were Rs. 881.80 Lacs and Rs. 1522.52 lacs
 respectively showing a decrease of 72.66%.
 
 FUTURE OUTLOOK
 
 The Company has been dealing in portable power & power backup products
 and now has been to diversify its activities, by introducing power
 portable products in four different segments viz., Power & Power back
 up, Construction Industry, Agricultural Industry and Marine Industry.
 The Company also plans to introduce fuel efficient diesel operated
 products to the markets.
 
 DIVIDEND
 
 Keeping in view the tight liquidity position in the market and in order
 to conserve funds for working capital needs, your directors do not
 recommend any dividend for the Financial Year 2012-13.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 During the current year, the Company has transferred Dividend (for the
 Year 2004-2005) amounting Rs.2,48,788/- to Investor Education and
 Protection Fund (IEPF), which was due and payable and remained
 unclaimed and unpaid for a period of seven years, as provided in
 Section 205C(2), of the Companies Act, 1956.
 
 DIRECTORS
 
 During the period under review, Mr. Manish Malani was appointed as an
 Additional Director by the Board of Directors of the Company on
 07.11.2012, Mr. RamPrakash Mishra was appointed as an Additional
 Director by the Board of Directors of the Company on 14.08.2013 and Mr.
 Jignesh Mehta was appointed as an Additional Director by the Board of
 Directors of the Company on 14.08.2013. Their office expires at the
 ensuing Annual General Meeting. Pursuant to Section 257 of the
 Companies Act, 1956, a member has proposed his candidature for
 appoinment as a Director. Your Directors recommend their reappoinment.
 Mr. Mahinder Singh Arora resigned from the Board w.e.f. 27.09.2012, Mr.
 Y.P. Trivedi resigned from the Board w.e.f.  18.10.2012, Mr.
 Yashovardhan Birla resigned from the Board w.e.f.  27.12.2012, Mr.
 Upkar Singh Kohli resigned from the Board w.e.f.  06.05.2013, Mr.
 Rajesh Shah resigned from the Board w.e.f. 08.07.2013, Mr. P.V.R.
 Murthy resigned from the Board w.e.f. 14.08.2013. The Board placed on
 record its appreciation of the valuable services rendered by them.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, the Company has disinvested shares of its
 subsidiary viz., Vijay Puranjay Minerals Private Limited and
 accordingly, the relation between Holding Company and Subsidiary has
 ceased. At present, the Company has two subsidiaries viz., Birla Urja
 Limited and Birla Power Solutions Limited FZE.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
 
 In terms of General Circular No. 2/2011 dated February 8, 2011, of the
 Ministry of Corporate Affairs, Government of India, the Company has
 availed the exemption from compliance with Section 212 of the Companies
 Act, 1956. Accordingly, the consolidated financial statements of the
 Company and its subsidiaries for the year ended 31st March, 2013
 together with reports of Auditor thereon and the statement pursuant to
 Section 212 of the Companies Act, 1956 form part of the Annual Report.
 
 Information required to be provided in respect of subsidiary companies
 has been disclosed separately in the Annual Report.  The Financial
 Statements of the Subsidiary Companies are available for inspection by
 the shareholders at the Registered Office of the Company.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Your Company is following corporate governance norms of highest
 standards. As required under clause 49 of the listing agreement, a
 report on corporate governance forms part of this annual report.
 
 FIXED DEPOSITS
 
 In view of severe liquidity faced by the Company, the overdue fixed
 deposits & Interest thereon as on 31st March, 2013 was Rs. 5992.28
 Lacs. Directors are endeavour to repay overdue deposits and interest
 thereon durig the year under review.
 
 AUDITORS
 
 M/s Thakur Vaidynath Aiyar & Co. Chartered Accountants, Statutory
 Auditors of the Company, hold office until the conclusion of the
 ensuing Annual General Meeting. They have expressed their willingness
 to be reappointed for a further term. And they confirmed that their
 appointment, if approved by the shareholders, will be in conformity
 with the provisions of Section 224 (1B) of the Companies Act, 1956.
 
 INDUSTRIAL RELATIONS
 
 The Company enjoyed harmonious relations with workmen and employees
 through out the period under review.  Agreeement has been signed by the
 Company and Labour Union on 1st January, 2013 for the period of five
 years valid till 31st December, 2018.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 The particulars of energy conservation as prescribed have not been
 provided, as the Company''s industry is not specified in the schedule.
 
 The Details regarding Technology Absorption as per Form ''B'' are
 enclosed.
 
 PARTICULARS OF EMPLOYEES
 
 Information in accordance with the provisions of Section 217 (2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 as amended regarding employees is given in the
 annexure to the Directors Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 - that in preparation of the annual accounts for the period ended on
 31st March, 2013 the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 - that the directors had selected such accounting policies and applied
 them consistently and 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 period ended on 31st March,
 2013 and of the profit of the Company for that period;
 
 - that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 - that the directors had prepared the annual accounts for the period
 ended on 31st March, 2013 on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors acknowledge with gratitude the continuing co- operation
 and assistance rendered by the Central Government, State Government,
 Financial Institutions, Banks, suppliers and other organisations in the
 working of the Company.
 
 The Directors also wish to place on record their deep sense of
 appreciation for dedicated services rendered by officers, staff and
 workmen of the Company.
 
 The Board takes this opportunity to express its gratitude for the
 continuous support received from shareholders.
 
                      For and on behalf of the Board Of Directors
 
                      Manish Malani     Ramprakash Mishra
 
                        Director            Director
 
 Place: Mumbai 
 
 Date: 14th August, 2013