To the Members,
The Directors take pleasure in presenting their Report together with
the audited Accounts for the period ended 30th September 2012 (18
Months i.e from 1st April 2011 to 30th September 2012).
Financial Results (Rs. in lacs)
Particulars 2011-12 2010-11
(For the year (For the year ended
period 30.09.2012) 31.03.2011)
(18 months) (12 months)
Total Income 100681.25 59402.42
and Depreciation 7623.43 4319.78
Less Interest 2658.72 1477.70
Depreciation 1025.21 626.26
income - 580.70
Profit before Tax 3939.50 2796.52
Provision for Taxation 1793.65 713.51
Deferred Tax -134.26 -37.22
After Tax 2280.11 2120.23
forward 4302.79 3502.89
Transfer of profit
to General Reserve - 212.02
Proposed Dividend 190.09 950.44
Dividend tax on
proposed dividend 30.84 157.87
Profit carried forward 6361.97 4302.79
Due to increased cost of operations and lower volume of Premium Brands
procured by Tasmac, the profit, on annualized basis is lower and there
is need to conserve the cash flow and hence the Board of Directors have
accordingly recommended a dividend of Re.1/- per share for the period
ended 30.09.2012 (18 months).
Your Company achieved a total income of Rs.1006.81 crores and net
profit after tax of Rs.22.80 crores during the period of 18 months as
against the total income of Rs.594.02 crores and net profit after tax
of Rs.21.20 crores during the year ended 31st March 2011 for 12 months.
The revenue from the Power Division was Rs.52.12 crores with a net
profit of Rs.0.27 crores during the period as against the revenue of
Rs.34.30 crores and net profit of Rs.1.77 crores during the year ended
31st March 2011. The performance in power division has come down due to
increased cost of raw materials which has resulted in lower
realizations. However your company, since February 2012, has become
eligible for REC and the same is expected to bring substantial revenue
to the Power Division.
REVIEW OF OPERATIONS
The two factories at Mevaloorkuppam and Palakkad produced 8332516 cases
during the period ended 30th September 2012 (18 months) as against the
production of 4873075 cases during the year ended 31st March 2011. The
sales was 8354524 cases during the period ended 30th September 2012 (18
months) as against 4859165 cases during the year ended 31st March 2011.
Inspite of stiff competition from new entrants in the Tamilnadu IMFL
market, your Company has been able to maintain its market share.
However the off take by Tasmac of profitable brands are lower which has
affected the Profitability .
The 60 KLPD grain based Distillery at Sanga Reddy, Medak District,
Andhra Pradesh has been commissioned and is expected to reach full
production by March 2013.
Mr.T.S.Raghavan and Mr. M.P.Mehrotra, Directors retire by rotation at
the ensuing Annual General Meeting and being eligible have offered
themselves for reappointment.
Ms. Nisha Purushothaman, Joint Managing Director has been reappointed
by the company for a period of 5 years effective from 1st January 2012.
Further during the year she has been appointed as Vice Chairperson of
the company by the Board of Directors.
The consolidated accounts of the Company includes the accounts of
subsidiaries M/s.EDL Properties Ltd and M/s.Appollo Distilleries Pvt
Ltd. The said accounts of the subsidiaries can be made available to the
members upon request.
With reference to the qualification remarks made by the Auditors in
their Audit Report on consolidated financial statements, Your Board
would like to state that the consolidated accounts of the company does
not include the accounts of the other subsidiary M/s.Empee Sugars and
Chemicals Limited and its fellow subsidiary M/ s.Empee Power Company
(India) Limited as those two companies have sought for extension of
their financial years, and therefore the audited figures of these two
companies as on 30th September 2012 were not available for
M/s.K.S. AIYAR & Co., Chartered Accountants, the Auditors of the
company have submitted their resignation to act as Auditors of the
company from the financial year 2012-13 in view of their professional
A notice has been received from a member proposing M/s.D.Sampathkumar &
Co., Chartered Accountants be appointed as Auditors of the Company for
the year 2012-13. The Company has received a certificate from them to
the effect that their appointment if made would be in accordance with
Section 224(1B) of the Companies Act, 1956. The Board recommends their
The Company has no public deposits.
Mr.R.Anand resigned as the Company Secretary during the year. The
company has appointed a new Company Secretary who is expected to join
REPORT OF EMPLOYEES UNDER SECTION 217(2A)
There are no employees falling within the provision of Section 217(2A)
of the Companies Act, 1956 read with companies (Particulars of
Employees) Rules 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information regarding conservation of Energy, Technology absorption and
Foreign Exchange earnings and outgo in accordance with the provisions
of Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the Report of Directors) Rules 1988 is
given as annexure 1 to this Report.
STATUS ON AMALGAMATION
The Scheme of amalgamation has been approved by the shareholders of the
company with the requisite majority and the Petition has been filed
with the Madras High Court.
CORPORATE GOVERNANCE REPORT
A Report in line with the requirement of clause 49 of the Listing
Agreement on the Corporate Governance practices followed by the Company
and the Certificate from the Statutory Auditors on Compliance of
mandatory requirements along with Management Discussion and Analysis,
are given as Annexure 2 to this report.
The Industrial relations continued to remain congenial during the year.
QUALIFICATIONS IN AUDITORS REPORT: Standalone :
The qualification made by the Auditors at point no.3 of the Auditors
Report is self explanatory. Further the investment will get knocked off
once the scheme of amalgamation is implemented on approval by the
respective High Courts.
As regards the qualifications made by the Auditors vide point no.2 in
audit report read with the Annexure to the Auditor Report (CARO) at
point (vii) though the company is having an outside Internal auditor
the company has taken steps to strengthening the internal audit system
In the light of the suggestions made by the statutory auditor. As
against point referred at (ix)(b) the company is making efforts to
remit the dividend distribution tax of Rs.1.57 crores at the earliest.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors make the following statement in terms of Section 217(2AA)
of the Companies Act, 1956 with respect to Directors'' responsibility.
1. That in the preparation of the accounts for the period ended 30th
September 2012, the applicable accounting standards have been followed.
2. That such Accounting Policies have been selected and applied
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 30th September 2012 and of the profit of the Company
for the year ended on that date.
3. That 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 for
preventing and detecting fraud and other irregularities.
4. That the annual accounts for the period ended 30th September, 2012
have been prepared on a going concern basis.
Your Directors also wish to express their gratitude for the continuous
assistance and support extended by the Banks, Financial Institutions,
Customers and Government authorities and also to the shareholders for
their forbearance and their confidence in the management. Further, your
Directors also place on record their deep sense of appreciation for the
contributions made by employees at all levels to the growth and success
of the company
By Order of the Board
For Empee Distilleries Limited
Place : Chennai
Date : 3.12.2012