The Directors have pleasure in presenting the Fifty-seventh Annual
Report and the Audited Accounts for the financial year ended31
Financial Highlights (Rs. in lacs)
Year ended Year ended
Income from operations 28,517.24 27,500.45
Profit before Interest, Depreciation &
Tax 4,186.90 4,100.72
Depreciation 474.46 499.80
Interest 10.15 6.82
Profit Before Tax 3,702.29 3,594.10
Provision for tax 944.67 1,120.29
Net Profit 2,757.62 2,473.81
Profit & Loss Account brought forward 12,605.70 10,792.51
Profit available for appropriation 15,363.32 13,266.32
Proposed dividend 7,293.47 356.75
Tax on Dividend distributed 1,183.18 56.50
Transfer to General Reserve 275.76 247.38
Carried to Profit & Loss Account 6,610.91 12,605.69
The sales at Rs. 2732 million for the year ended 31 December 2012
registered a 2 % growth over the sales of Rs. 2668 million for the
previous year ended 31 December 2011. However, in terms of sales
quantity, the tonnage sold during the year ended 31 December 2012
marginally decreased by 0.15% over the previous year.
Cost of inputs continued to rise substantially during the year under
review, putting the Company''s contribution margins under severe
pressure, as a consequence. The main reasons for this increase were as
a) Increase in procurement rates of raw material;
b) Weakening of the Indian Rupee during the year by 11 % making the
Company''s imports dearer; and
c) Huge increases in procurement rates of electricity, fuel and natural
The Company continued making efforts during the year to reduce the
aggregate impact of such increases through the use of innovation, R&D &
procurement which were moderately successful. However, owing to a
contraction of demand for its products arising as a consequence of the
economic and manufacturing slowdown last year, the Company was not able
to increase its selling prices during the year, to neutralize the
adverse impact on its input costs.
The sales volumes were maintained at the same level during the year
under review. The Company was able to report a marginal increase in
both Profit Before Tax and Profit After Tax.
The Directors are pleased to recommend a normal dividend of Rs. 4.50 per
equity share and a special dividend of Rs. 87.50 per equity share, of
Rs.10/- each, for the year ended 31 December 2012.
During the year under review, Mr. Prashant Deshpande retired as the
Whole time Director of the Company with effect from 09 July 2012 and
also resigned from the position of Alternate Director to Dr. Matthias
Wolfgruber from that date.
Dr. Wolfgang Schutt resigned from the position of the Director of the
Company with effect from 26 October 2012 and Dr. Guido Forstbach was
appointed as Additional Director with effect from that date.
Mr. Sharadkumar Shetye ceased to be an Alternate Director to Dr.
Wolfgang Schutt with effect from 26 October 2012 and was appointed as
Alternate Director to Dr. Guido Forstbach from that date.
Mr. Suresh Talwar retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re- appointment.
Mr. Pradeep Mallick retires by rotation at the ensuing Annual General
Meeting and though eligible, has decided to retire and not offer
himself for re-appointment.
As per the requirement under the Listing Agreement, particulars of
Directors seeking re-appointment at the ensuing Annual General Meeting
form part of the Notice of the meeting.
None of the Directors is disqualified from being appointed as or
holding office as Directors, as stipulated under Section 274 of the
Companies Act, 1956.
Emphasizing on practicing the principles of good Corporate Governance
in right earnest & true spirit, has been the motto of this Company
throughout. The Board of Directors ensures that the Executive
Management of the Company relies on maintaining transparency,
accountability and integrity in the functioning of the Company.
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report, Report on Corporate Governance and the
Auditors Certificate regarding compliance of the same form an integral
part of this Annual Report.
Change in address of Registered Office of the Company
The Company''s Registered Office has been shifted from ''Beck House,
Damle Path, Off Law College Road, Pune 411004'' to 147, Mumbai-Pune Road,
Pimpri, Pune 411018'' with effect from 22 January 2013.
Corporate Social Responsibility
The Company undertook and completed the internal and external painting
work for Surhudh Mandal''s Chinchwad Badhir Mook Vidyalaya, a school
imparting education to the deaf and dumb, in the month of December
The Company''s employees also in their individual capacities contribute
voluntarily to various worthy social causes, befitting the culture of
Listing on Bombay Stock Exchange
The Company''s shares are listed on the Bombay Stock Exchange Limited
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due
inquiry and on the basis of the information received from the operating
management and relying upon the report of the Auditors regarding
compliance with the Accounting Standards, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with appropriate
explanations relating to material departures.
2. The accounting policies have been consistently applied, and
reasonable and prudent judgment and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31 December 2012, and the profit for the year ended on that date.
3. Proper and sufficient care has been taken 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
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Dhananjay V Joshi & Associates, Cost Accountants, have been
re-appointed for the year 2013 to conduct an audit of the cost
accounting records maintained by the Company.
The Auditors, BSR & Co., Chartered Accountants, Pune, retire at the
forthcoming Annual General Meeting and are eligible for re-appointment.
The Audit Committee recommends the re-appointment of BSR & Co., as
Auditors of the Company for the year 2013. The Company has received a
letter from retiring Auditors to the effect that their appointment, if
carried out, would be within the prescribed limits under Section 224(1
B) of the Companies Act, 1956.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo Information as required by the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo, is given in Annexure A to this report.
Particulars of Employees
Information to be provided under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, is
given in Annexure B forming part of this report.
The Company has reached amicable settlements with its workmen at Pimpri
and Ankleshwar in 2013. These wage settlements, which are for a three
year period from 1 January 2013 to 31 December 2015, were negotiated
separately for the two sites on the basis of Region cum Industry
During the year under review, industrial relations continued to remain
The Board wishes to place on record its appreciation to all employees
for their continued contribution to the performance of the Company.
For and on behalf of the Board
Pune Suresh Talwar Rajeev Bhide
27 February 2013 Director Managing Director