The Directors present the 37th Annual Report of your Company together
with the audited accounts for the financial year ended 31st March 2012
1. Financial Performance
The standalone and consolidated audited financial results for the year
ended 31st March 2012 are as follows: [Rs in lacs]
Particulars Standalone Consolidated
2011-2012 2010-2011 2011-2012 2010-2011
Sales and
Other Income 29,602 26,983 34,522 30,255
Earnings before
interest,
Depreciation
and Tax (EBIDTA) 3,340 2,508 3,421 1,755
Depreciation 521 468 1,464 1,082
Interest 1,805 894 2,384 990
Profit/(Loss)
before tax &
Exceptional Items 1,014 1,146 (427) (317)
Exceptional Items - - - -
Profit/(Loss)
before tax 1,014 1,146 (427) (317)
Provision for tax 84 312 298 405
Share of Loss /
Profit of Associates - - (24) -
Net Profit/(Loss) 930 834 (701) (722)
2. Dividend
After making significant investments over the last few years in
globalising the Company''s business and also in creating a global
manufacturing base in India, your company now needs to focus on
successfully taking its entire range of new products to various markets
and on ramping up the volumes. Hence there is a need to balance,
conserve the resources of the company and to satisfy the shareholders
expectations. Keeping in mind these factors your Directors have
proposed to pay a dividend of 10% on Equity Shares at Re.0.20 per share
of Rs.2 each for the financial year 2011-12 and are hopeful of
returning to more substantial dividend payouts in the future.
3. Operations Review
The performance of your company on a standalone basis and of the
various operating subsidiaries is as follows:
Easun
Reyrolle ERL
Phase
Power
Limited,
India Technology,
Canada
Particulars (Rs. in Lacs) (,000 USD)
11-12 1041 1142 10-11
Sales 29,602 26,983 8,200 5,564
EBIDTA 3,340 2,508 347 (1,092)
PBT 1,014 1,146 192 (1,245)
PAT 930 834 192 (1,245)
ERL
Marketing Switchcraft Europe Switchcraft Ltd
Int., Sharjah GmbH, Germany Hongkong
(,000 USD) (,000 Euro) (,000 USD)
Particulars 11-12 10-11 11-12 1041 11-12 10-11
Sales 6,011 2,706 715 166 136 91
EBIDTA 179 2 (849) (581) (43) (698)
PBT 77 (70) (2,151) (1,147) (141) (763)
PAT 77 (70) (2,471) (1,150) (141) (763)
As can be seen from the above figures, on a standalone basis, the
company has achieved a growth of 10% on sales and other income and 5%
on the Post tax profit. All the company''s subsidiaries in Canada,
Sharjah and Germany has shown substantial improvement in their sales
and other income and except for Switch craft (Germany and Hong Kong),
all other subsidiaries have moved into profit zone.
5. Preparation of Financial Statements in consonance with revised
Schedule VI of the Companies Act, 1956
Company has prepared and presented the Financial Statements for the
year under review in accordance with the revised Schedule VI of the
Companies Act, 1956, as notified by the Ministry of Corporate Affairs.
Accordingly, previous year''s figures have been regrouped / re-stated
wherever necessary to conform to the classification in the current
year.
6. Subsidiary Companies and Consolidated Financial Statements
There has been no material change in the nature of the business of the
subsidiaries.
In accordance with the Statement of Accounting Standard on Consolidated
Financial Statements (AS 21) issued by the Institute of Chartered
Accountants of India, Financial Statements of Company''s subsidiaries
have been considered in the accompanying Consolidated Financial
Statements of the Company. As per guidance given in the circular issued
by Ministry of Corporate Affairs, the Board of Directors has consented
for sending annual financial accounts of the company without attaching
the Balance Sheets of the subsidiary companies. Shareholders who wish
to have a copy of the full report and accounts of the subsidiary
companies will be provided on receipt of a written request from them.
The above documents will also be available for inspection by any
shareholder at the registered office of the Company as well as
registered office of the subsidiary company, on any working day during
the business hours.
7. Human Resource Development
During the year under review, your Company continued to have cordial
relations with all employees at all the units. The Company recognizes
the importance of human capital and strives to enrich professional and
technical skills within the organization. Your Directors recognize the
team''s valuable contribution and place on record their appreciation
for the employees across the organization.
Employee strength as on 31st March 2012 was 398 as compared to 432 in
the previous year.
8. Employee Stock Option Scheme
The Company introduced an Employee Stock Option Scheme for the benefit
of its executives effective from 29th September, 2010.
Details of the stock options granted under the Employee Stock Option
Scheme, 2009 are disclosed in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and
set out in Annexure A of this Report.
9. Fixed Deposits
Your Company did not invite or accept any fixed deposit pursuant to
provisions of Section 58A of the Companies Act, 1956. During the year
no amount either on interest or principal, remained outstanding as on
the date of the Balance Sheet.
10. Corporate Governance Report
Your Company has been practicing the principle of good Corporate
Governance over the years and ensures to comply with the provisions of
Clause 49 of the Listing Agreements with Stock Exchanges. A detailed
report on the Corporate Governance Code and practices of the Company
along with a certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the Listing Agreements are given in a separate section in this
Annual Report.
11. Directors
Mr. Hari Eswaran, Chairman and Dr W SJones, Director retire by rotation
and being eligible, have offered themselves for re-appointment. A brief
background of both the Directors is given in the Corporate Governance
Report.
The Board of Directors, at its meeting held on 31st March, 2012,
appointed, subject to the approval of the Members at the Annual General
Meeting, Mr. Raj H Eswaran as the Managing Director of the Company, on
a 5-year-term with effect from 1st April, 2012. Members may please
refer Item No.7 in the accompanying Notice of the Annual General
Meeting for the terms of appointment and remuneration of Mr. Raj H
Eswaran.
Mr.J D N Sharma, after serving your Company as Chief Executive for 16
years, retired on 31st March 2012. Directors place on record his
significant contributions made towards the progress of the Company. To
take advantage of his knowledge gained during the last 16 years the
Board invited Mr. J D N Sharma to become a Director and he has accepted
to join the Board as Additional Director. Mr. J D N Sharma vacates
office as Additional Director and is eligible for appointment as
Director at the ensuing General Meeting.
12. Directors'' Responsibility Statement
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors of the Company hereby state and confirm:
(i) that in the preparation of Annual Accounts for the year, applicable
Accounting Standards have been followed along with proper explanations
relating to material departures;
(ii) that the Directors have 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 as at the end of the financial year and of
the profit of the Company for the year under review;
(iii) that the Directors, have taken proper and sufficient care 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
(iv) that the Directors have prepared the Annual Accounts on a going
concern basis.
13. Auditors
The Statutory Auditors of the Company, M/s Brahmayya & Co., Chartered
Accountants and M/s R Subramanian & Co., Chartered Accountants retire
at the ensuing Annual General Meeting
and have confirmed their eligibility for re-appointment in terms of
Section 224 (1B) of the Companies Act, 1956.
The Audit Committee and the Board of Directors recommend appointment of
M/s Brahmayya & Co., Chartered Accountants and M/s R Subramanian & Co.,
Chartered Accountants as Statutory Auditors of the Company from the
conclusion of ensuing Annual General Meeting up to the conclusion of
the next Annual General Meeting of the Company.
14. Particulars of Employees
The information required under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
are annexed to this Report, and they form part of this Report. Having
regard to the provisions of Section 219(1)(b)(iv) of the Companies Act,
1956, the Annual Reports together with Accounts, are being sent to the
members of the Company, excluding statement of Particulars of Employees
under Section 217(2A) of the Act. Any Member interested in receiving
copy of the Particulars of Employees, may write to the Company at the
Registered Office
15. Particulars of Research and Development, Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings / Outgo
Information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in Report of
the Board of Directors) Rules, 1988, is attached as Annexure - C and
forms part of this Report.
16. Acknowledgement
The Directors accept and convey their sincere appreciation to all
employees of the Company for their continued commitment towards
achieving company''s goal. The Directors also acknowledge and are
grateful to the Bankers, Shareholders, Vendors and other Stakeholders
for their continued confidence, co-operation and support.
For and on behalf of
Board of Directors
Place: Chennai Hari Eswaran
Date: 14th August 2012 Chairman |