The Board of Directors have pleasure in presenting the 23rd Annual
Report on the affairs of the company along with the Audited Financial
Statements of the Company for the financial year ended 31st March 2012
and the report of Statutory Auditors thereon.
Like last year, your Company has registered a good growth and
performance of the Company for financial year ended 31st March 2012 in
comparison to last financial year is being presented as under:
(Rs. In Lacs)
PARTICULARS F.Y. 2011-12 F.Y. 2010-11
Gross Sales 57653.87 45117.12
Sales, Net of Excise 53022.67 41557.21
Profit before Tax, Depreciation,
Finance Cost 6795.68 3820.55
Less: Cost of Finance 2075.55 950.37
Profit before Tax & Depreciation 4720.13 2870.18
Less: Depreciation 1688.36 1297.93
Profit Before Tax 3031.77 1572.25
Less: Tax Expenses 917.28 429.54
Net Profit 2114.49 1142.71
During F.Y. 2011-12, the Automobile Industry in India has registered a
production growth of 13.83%. Further, on domestic sales front two
wheeler segment has registered a better growth of 14.16% in comparison
to 4.66% in passenger vehicle segment, by which the company has
benefited because two wheeler segment constitute a major part in
overall business of the Company. At Company front, this has been
another excellent year with a strong performance across all dimensions;
the Net Turnover of the Company is Rs. 530.23 Crore in comparison to
Rs. 415.57 Crore in F.Y. 2010-11. This has resulted in a growth of
27.59%. The Net Profit after Tax is Rs. 21.14 Crore in Comparison to
Rs. 11.43 Crore during F.Y. 2010-11.
Like last years and continuing the practice of rewarding the
Shareholders, your Board of Directors has recommended a dividend of 30%
(Rs. 3.00 per share) from the profits of the Company on the Equity
Shares of the Company for the year 2011-12 to the shareholders to be
determined by Book Closure. The Board recommended the same for
approval by the shareholders.
TRANSFER TO RESERVES
An amount of Rs. 225.00 Lac is transferred to General Reserve Account
out of the profits for the financial year ended 2011-12.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per requirement of Clause 49 of the Listing Agreement, Management
Discussion and Analysis Report for the year under review, is presented
in addition to the Directors'' Report in a separate section forming
part of Annual Report.
CORPORATE GOVERNANCE REPORT
As per requirement of Clause 49 of the Listing Agreement, a Corporate
Governance Report for the year under review is presented in a separate
section forming part of Annual Report.
In terms of the Articles of Association read with Section 255 and 256
of the Companies Act, 1956, Mr. Rahul Jain, Mr. Amitabh Prakash
Agrawal, Mrs. Seema Jain and Ms. Aanchal Jain Directors are liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Further, resolutions for
re-appointment of Mr. J.K. Jain as Chairman & Managing Director and Mr.
Rahul Jain as Whole-time Director are also to be considered in ensuing
Annual General Meeting.
During the year under review and up to date of this Report the
following changes happened in Board of Directors:
- Mr. J.S. Chandhok has resigned from the Directorship w.e.f.
- Mr. Vinod Kumar Malhotra had been appointed as additional director
w.e.f. 04.08.2011 and regularised in Annual General Meeting held on
30th September, 2011.
Your Company has one wholly-owned subsidiary Company incorporated in
Japan namely ''Fiem Industries Japan Co., Ltd.'' The Financial Statements
of the same together with Report of the Auditors and Directors thereon
are being attached with the Financial Statements of the Company as
required under section 212 of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard 21 on Consolidated Financial
Statements read with other applicable provisions, the Audited
Consolidated Financial Statements has also been prepared for FY
2011-12, which forms part of this Annual Report of your Company.
The Company has not accepted any Fixed Deposit within the meaning of
the Companies (Acceptance of Deposit) Rules, 1975.
M/s Anil S. Gupta & Associates, Chartered Accountants who retire at the
conclusion of this 23rd Annual General Meeting and being eligible are
proposed for re-appointment. They have given their consent for
re-appointment and certificate to the effect that the re-appointment,
if made, would be within the limit prescribed under Section 224(IB) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the said Act.
OBSERVATIONS IN AUDITORS'' REPORT
The observations made in the Auditors'' Report are self-explanatory and
therefore do not call for further comments, except Para 9(a) to the
Annexure of their Report in respect of slight delay in payment of
statutory dues in some cases. It is hereby explained and informed that,
these statutory dues have since been paid.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors'' Report which forms part of this
Report. Having regard to the provisions of Section 219(1)(b)(iv) of the
said Act, the Report and Financial Statements i.e. Annual Report
excluding the above information is being sent to all members of the
Company and others entitled thereto. Any member interested in obtaining
such Particulars of Employees under section 217(2A) of the said Act
read with Companies (Particulars of Employees) Rules, 1975, may write
to the Company Secretary at the Registered Office of the Company. The
same is also available for inspection in accordance with the provision
of Section 219(1)(b)(iv) of the Companies Act, 1956.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR today is synonymous with the responsible business behavior of the
organization. CSR not only plays an important role in giving back to
the society but also creates credibility, reputation and confidence
among stakeholders and society at large.
As a responsible corporate citizen, CSR is at very core of the business
of your Company, It is also about the inclusive growth and development
which postulates that the benefits of growth are not shared just by its
shareholders and employees but also communities among whom the Company
operates. It is about helping the underprivileged, protecting the
environment and helping the humanity in the similar ways. The Company
contributes towards all these causes by way of donations to the various
societies and trusts, which are engaged in these social activities.
Company also contributes to Kutch Vikas Trust, which organizes free eye
operation camp for underprivileged. Company takes a lot of initiatives
for environment protection and encouragement for greener environment.
Company also donates in religious and social institutions as gesture to
support them in the noble cause.
During the year 2011-12, Ministry of Corporate Affairs has issued
Orders under section 233B of the Companies Act and also issued some
Circulars in this regard. As a result of which, Cost Audit become
applicable on the Company for F.Y. 2011-12 for the ''Rear View Mirrors''.
Hence, to conduct the Cost Audit, Mr. Krishan Singh Berk, Cost
Accountant has been appointed as Cost Auditor by the Board of Directors
of the Company. From F. Y. 2012-13 onwards, the Cost Audit has become
applicable on other products like Automotive Lighting & Signaling
Equipments etc. i.e. products under Automotive Components, hence Mr.
Krishan Singh Berk has been re- appointed for carrying out Cost Audit
for F.Y. 2012-13.
As Cost Audit is applicable on the Company 1st time from F.Y. 2011-12,
hence no Cost Audit Report was required to be filed during F.Y.
2011-12. The Cost Audit Report for the year 2011-12 will be filed in
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars as prescribed under Section 2l7(l)(e) of the Companies
Act, 1956 read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, l988 are given in ''Annexure- A'' which
forms part of this Directors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required by Section 2l7(2AA) of the Companies Act, 1956, Directors
of your company hereby confirm, that:
(i) In the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
(ii) 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 at the end of the financial year and of the profit or
loss of the company for that period;
(iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, l956 for safeguarding the assets of
the company and for protecting & detecting fraud and other
(iv) The Annual Accounts for the year-ended 31.3.2012 have been
prepared on a going concern basis.
The Board of Directors of your Company wishes to place on record
sincere appreciation for hardwork and determination of all employees of
the Company for a creditable performance during the year. Your
Directors also want to gratefully acknowledge the confidence and faith
shown by valued OEM customers and remain thankful for their support and
co-operation. Last but not the least, Board also want to say thanks to
banks, vendors and all other stakeholders for their co-operation and
support during all this time and look forward for same in future as
For and on behalf of the Board of
Firm Industries Limited
Place : Rai, Sonepat (HR.) J.K. JAIN
Date : 18.08.2012 Chairman & Managing Director