The Directors are pleased to present the 58th Annual Report and
Audited Statement of Accounts for the financial year ended 31st
FINANCIAL RESULTS [Rs. in million]
For the year For the year
Gross Sales 12,072.59 11,544.43
Deduct: Excise Duty 1,129.79 939.85
Business and other Income 1,064.45 1,086.79
Profit before Depreciation, Finance
Charges, Tax & Prior Period Items 842.34 1,253.29
Depreciation and Amortization 619.35 536.59
Finance Charges 298.80 248.56
Profit /(Loss) before Tax, Exceptional
items and Prior Period Items (75.81) 468.14
Exceptional items 62.58 -
Provision for Tax
- Current 28.02 123.40
- Fringe Benefit - -
- Deferred Tax (Credit) (2.84) (11.61)
Net Profit/(Loss) after Tax (163.57) 356.35
Prior Period Items - (18.27)
Balance brought forward 814.74 440.13
Surplus/(Loss) carried to balance sheet 651.17 814.75
The Net income of the Company during the year ended 31st December 2012
was Rs. 12,007.26 million as against Rs. 11,691.37 million for the year
ended 31st December 2011.
During the year under review, the Company made a Net loss after Tax of
Rs. 163.57 million as against the Net Profit after Tax of Rs. 374.61
million in the last year.
The year under review witnessed a slowdown in demand in the auto
sector, resulting in excess capacities with auto component sector. Weak
macroeconomic sentiment coupled with subdued consumer confidence pulled
down sales, particularly in the latter half of the year.
In view of requirement of funds for the operations of the Company, no
dividend is recommended for the year ended 31st December 2012.
The Auditors have made certain comments in their Audit Report,
concerning the Accounts of the Company. The Management puts forth its
explanations as below:
With regard to Auditor''s comments in their report on the provision for
sales tax, the management has undertaken review on becoming aware of
certain discrepancies regarding sales tax matters at one of its
factories. Based on the information available at this stage of the
ongoing evaluation, the Company has paid/ provided an amount of Rs.
6.26 crores towards tax and related liabilities pertaining to earlier
Annual accounts of the Federal-Mogul TPR (India) Limited, subsidiary
company and the related detailed information can be obtained on request
by the shareholders of the Company.
These are also available for inspection at the Corporate Office of the
Company and at the registered office of the subsidiary between 11 A.M.
to 1 P.M.on all working days. Abridged Financial Statements
In terms of the provisions of Section 219(1)(b)(iv) of the Companies
Act, 1956 read with clause 32 of Listing Agreement as modified by SEBI
circular no. CIR/CFD/DIL/7/ 2011dated October 5, 2011 in line with the
green initiative of Ministry of Corporate Affairs vide their circular
dated April 29, 2011, the Board of directors has decided to circulate
the abridged annual report containing salient features of the balance
sheet and profit and loss account to the shareholders for the financial
year 2012. Full version of the annual report will be available on
Company''s website www.federalmogulgoetze.com and will also be made
available to investors upon request.
In support of the green initiative of the Ministry of Corporate
Affairs, the Company has also decided to send all future communications
including the annual report through email to those shareholders, who
have registered their e-mail id with their depository participant/
Company''s registrar and share transfer agent. In case a shareholder
wishes to receive a printed copy of such communications, he/she may
please send a request to the Company, which will send a printed copy of
the communication to the shareholder.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
- In the preparation of annual accounts the applicable accounting
standards have been followed and that there have been no material
- The Directors have selected such accounting policies and applied
them consistently, except to the extent of deviations required for the
better presentation of the accounts 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 31st December 2012 and of the
profit of the Company for the year ended on that date;
- 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
- The Directors have prepared the annual accounts of the Company on a
going concern basis.
Presently your Board consists of Five (5) Directors consisting of Mr.
K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr.
Sunit Kapur as Managing Director, Mr. Vikrant Sinha, as Whole Time
Finance Director & CFO, Mr. Mukul Gupta, Non-executive Independent
Director and Mr. Bernhard Motel, Non-Executive Director.
Mr. Dan Brugger has resigned as Whole Time Finance Director of the
Company w.e.f 28th February, 2013. The Board records its sincere
appreciation for the valuable contribution made by Mr. Dan Brugger
during his tenure with the Company. In the Board meeting held on 28th
February, 2013, the Board appointed Mr. Vikrant Sinha as Whole Time
Finance Director & CFO of the Company.
In accordance with Article 109 of the Articles of Association of the
Company, Mr. K.N. Subramaniam and Mr. Mukul Gupta are retiring by
rotation in the forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment.
As at 31st December, 2012, your company had no unclaimed Fixed
Deposits. No fresh/ renewed deposits were accepted during the financial
year. There was no failure to make repayments of Fixed Deposits on
maturity and the interest due thereon in terms of the conditions of
your Company''s Schemes.
M/s. S.R. Batliboi & Co., Chartered Accountants, Statutory Auditors
have resigned w.e.f October 5, 2012. M/s Walker, Chandiok & Co.,
Chartered Accountants, New Delhi (Firm Registration No. 001076N) have
been appointed (w.e.f November 12, 2012) as Auditors of the Company, by
postal ballot, to fill the casual vacancy caused by the resignation of
former Statutory Auditors to hold office till the conclusion of ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment for the year 2013. They have furnished a certificate to
the effect that the re-appointment, if made, will be in accordance with
sub-section (1B) of Section 224 of the Companies Act, 1956.
The employee relations have remained cordial throughout the year and
industrial harmony was maintained. Measures for the safety, training
and development of the employees, continued to receive top priority.
The total number of salaried and hourly paid employees, as at 31
December, 2012, stood at 4535.
Safety, Health and Environment Protection
The Company sustained its initiatives to maintain a pollution free
environment by reduction/ elimination of waste, optimum utilization of
power and preventive maintenance of equipments and machineries to keep
them in good condition. Safety and health of the people working in and
around the manufacturing facilities is the top priority of the Company
and we are committed to improve this performance year after year.
Corporate Social Responsibility
As part of the Corporate Social Responsibility, your Company sponsored
a program in SOS Children''s Village of India for the education of 171
girls at Bengaluru and Rajpura. The main objective of the program is to
ensure the regular education and sustainable academic performance.
Accordingly, during the year 2012, your Company contributed an amount
of Rs. 20,52,000/- to SOS Children''s Village.
Certain statements in the Management Discussion and Analysis describing
the Company''s views about the Industry, expectations/predictions,
objectives etc may be forward looking within the meaning of applicable
laws and regulations. Actual results may differ from those expressed or
implied in these statements. The Company''s operations may, inter-alia,
be affected by the supply and demand situations, input prices and
availability, changes in Government regulations, tax laws and other
factors such as industry relations and economic developments etc.
Investors should bear the above in mind.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information pursuant to Section 217(1) (e) of the Companies Act, 1 956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is annexed and forms a part of this
Particulars of Employees
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels. Our
industrial relations continue to be cordial.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all the Members of the
Company, excluding the Statement of Particulars of Employees.
Any Member interested in obtaining a copy of the said Statement may
write to the Company Secretary of the Company.
Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Bank(s), Customers, Dealers, Vendors,
promoters, shareholders, Government Authorities and all the other
business associates during the year under review. The Directors also
wish to place on record their deep sense of gratitude for the committed
services of the Executives, staff and workers of the Company.
For and on behalf of the Board
Bernhard Motel Sunit Kapur
Director Managing Director
Date: February 28, 2013