The Board of Directors have pleasure in presenting the 27th Annual
Report and Audited statement of Accounts for the year ended 31st
December 2011 together with the Auditors'' Report.
FINANCIAL RESULTS
(Rs.in ''ooo)
Description 2011 2010
Sales & Service 1,539,853 1,076,365
Profit before depreciation, tax
& financial charges 369,671 251,294
Less: Depreciation 21,935 18,009
Less: Interest 525 332
Less: Provision for taxation
(net of deferred tax) 120,553 81,92
PROFIT AFTER TAXATION 226,658 151,030
Add: Profit & Loss account Balance b/f 385453 234423
PROFIT AVAILABLE FOR APPROPRIATION 612,111 385453
APPROPRIATION:
Amount transferred to General Reserves 59,602 NIL
Proposed Dividend & Tax thereon 351,040 NIL
Balance in Profit & Loss Account 201,469 385453
DIVIDEND
After the severe market drop from End Y2008 till Mid Y2009, your
Company had been preserving cash as a precaution against any potential
double dip recession in the global economy and its extended effect on
the Company''s business in India. However, in view of the sharp rise in
the Company''s performance since Y2009, and also based on the good
initial market response for the new products being introduced by your
Company in recent years, there is improved business confidence now. The
Board of Directors, therefore, recommends an exceptional dividend of
Rs. 200 per equity share of Rs. 10 each (2000 ACU-).
PERFORMANCE OF THE COMPANY
The sharp recovery of the Indian Industry since the last quarter Y2009,
kept accelerating and almost peaked till the mid ofY20ii. This led to a
record order intake of about Rs.150 Crores by your Company during
Y2011. Your Company was also able to scale up its operations
substantially to meet with this high demand successfully.
Year-on-year Sales rose by 43 ACU-, while PBT rose by 49 ACU-. High
Inflation both Materials ACY- Salaries - has been a challenge for all
Indian companies in 2011, but your Company was able to offset the
inflation impact - at least in part - through Product Mix ACY-
Pricing.
A significant part of the Management efforts was to keep scaling up -
both in terms of internal output ACY- external vendor base development -
as demand remained high during the year. The success of these efforts
was evident with the very sharp rise in the last two quarters
performance.
CORPORATE GOVERNANCE
In compliance with the listing agreement with the Stock Exchange, your
Board has adhered to the Corporate Governance Code. All the requisite
Committees are functioning in line with the guidelines and on
operational need basis.
As reported earlier, a reputed firm of independent Chartered
Accountants has been carrying out the responsibilities of Internal
Auditors and periodically they have been reporting their findings of
systems, procedures and management practices. A separate note on
Corporate Governance is included in this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors confirm as follows:
(a) The Statement of Accounts has been prepared in conformity with
appropriate Accounting Standards.
(b) Accounting policies have been selected and consistently applied so
as to give a true and fair view of the financial statements Change in
Accounting Policy and its impact on financial statements are disclosed
separately as required under relevant Accounting Standards.
(c) Internal controls are in place to provide reasonable assurance and
reliability of the accounting records and to safeguard the assets of
the Company and also to detect fraud and other irregularities, if any.
A reputed independent accounting firm acts as Internal Auditors of your
Company and they conduct regular audits.
(d) The Directors are satisfied that the Company has enough resources
to carry on business and therefore have finalized the accounts as a
going concern.
CONSERVATION OF ENERGY
Your Company gives high priority for conservation of energy through
better supervision and training of employees to economize the usage of
electricity.
RESEARCH AND DEVELOPMENT. TECHNOLOGY, ABSORPTION, ADAPTATION ACY-
INNOVATION
Your Company has been continuously seeking and adapting new technology
from principals in order to develop skills locally and meet specific
needs of Indian and global customers.
Personnel at all levels are routinely sent to Principals'' factories and
design offices abroad for training and for updating their skills.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW
The Company earned Rs.160.34 (Rs.1n.14l Million in foreign exchange and
expended Rs. 175.88 (Rs.97.06) Million in foreign exchange during the
year under review.
INDUSTRIAL RELATIONS
Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets.
PERSONNEL
Particulars of employees as required under Section 217I2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975 are given in the Annexure forming part of the Report.
DIRECTORS
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Sanjay Arte, retires by rotation at
the forthcoming Annual General Meeting and is eligible for
reappointment.
AUDITORS
The Auditors, Messrs. M. K. Dandeker ACY- Co., Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting. The Company has
received a certificate under Section 224 -i(B) of the Companies Act,
1956 from Messrs. M. K. Dandeker ACY- Co., Chartered Accountants, that
their appointment would be within the limits specified therein.
Your Directors recommend their appointment.
ACKNOWLEDGEMENT
The Directors place on record their appreciation for valuable
contribution made by employees at all levels, active support and
encouragement received from Government of India, Government of
Karnataka, Company''s Bankers, Customers, Principals and Business
Associates.
Your Directors also recognize the continued support extended by all the
Shareholders and gratefully acknowledge with a firm belief that the
support and trust wi1l continue in the future also.
For and on behalf of the Board of Directors
Place: Bangalore Deepa Hingorani Viraj Naidu
Date: 29.02.2012 Director Managing Director |