The Directors are pleased to present the Ninety-First Annual Report
for nine month period ended March 31, 2011.
FINANCIAL HIGHLIGHTS
(Rs. in crores)
Nine month Year ended
period ended June 30,
March 31, 2010
2011
Net Sales, excl. Excise Duty 1250.47 1347.21
Other Income 14.08 6.85
Profit before Interest, 211.88 213.34
Depreciation, and Tax
Less: Interest and 7.22 12.91
Commitment charges
Less: Depreciation/ 20.98 27.03
Obsolescence/Amortization
Profit Before Tax 183.68 173.40
Less: Provision for Tax 54.54 56.20
Less/(Add): Deferred Tax 1.86 (0.77)
Profit After Tax 127.28 117.97
Profit brought forward 134.25 126.55
Profit available for 261.53 244.52
appropriation
Appropriations
Interim Dividends 19.54 21.98
Final Dividend 17.09 14.65
Special Dividend - 36.63
Dividend Distribution Tax 5.81 12.01
Transfer to General Reserve 25.00 25.00
Balance carried to Balance 194.09 134.25
Sheet 261.53 244.52
DIVIDEND
Your Directors have recommended a Final Dividend of Rs. 0.70/- per
share of Rs. 2/- each for nine month period ended March 31, 2011.
Considering the two interim dividends already declared and paid, the
total dividend for the year works out to 75% i.e. equivalent to Rs.
1.50 on the share of Rs. 2/- each. The total cash outgo on account of
dividends amounts to Rs. 42.44 crores (inclusive of Dividend
Distribution Tax), which translates into 33.3% of Companys earnings.
The
Final Dividend will be paid to those Members whose names appear in the
Register of Members on July 27, 2011.
DIRECTORS
Mr. Vijay Rai and Mr. Vikram Tandon retire by rotation and are eligible
for re-appointment.
The profiles of Mr. Rai and Mr. Tandon seeking re- appointments form
part of the Notice convening the Annual General Meeting. The Board
recommends re-appointment of these Directors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
1. In the preparation of the Accounts, the applicable accounting
standards have been followed.
2. The Directors have selected such accounting policies and applied
them consistently and made judgements 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 March 31, 2011 and profits for nine month period
ended March 31, 2011.
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 for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, prepared by the Company in
accordance with the applicable Accounting Standards (AS-21, AS-23 and
AS-27) issued by the Institute of Chartered Accountants of India,
together with the Auditors Report, form part of this Annual Report.
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement, a Declaration signed by
the Managing Director & CEO regarding compliance of Code of Conduct for
nine month period ended March 31, 2011, is annexed and forms part of
this Report.
CORPORATE GOVERNANCE
The Company has fully complied with the Corporate Governance Code, as
prescribed under Clause 49 of the Listing Agreement. A Report on
Corporate Governance, along with a Certificate from Auditors,
confirming the compliance, is annexed and forms part of this Report.
AUDITORS
The Companys Auditors viz. Messrs. Walker, Chandiok & Co., Chartered
Accountants, Mumbai and Branch Auditors viz. Messrs. Wrigley
Partington, U.K., in respect of Companys Branch in Cheshire, London
(UK), will retire at the ensuing Annual General Meeting and are
eligible for re-appointment. Both these Auditors have sought their
re-appointments.
The Directors recommend re-appointment of the Auditors.
COST AUDITORS
Pursuant to the provisions of Section 233-B of the Companies Act, 1956,
audit of cost accounts in respect of Diesel Engines, IC Engines and
Power Driven Pumps, is being regularly carried out by the Cost
Auditors. The Directors have re-appointed Dhananjay V. Joshi &
Associates, Cost Accountants, as Cost Auditors of the Company for the
financial year 2011-12. The approval of the Central Government is
awaited.
PUBLIC DEPOSITS
As on March 31, 2011, the unclaimed Deposits amount to Rs. 0.08 crore.
Pursuant to the provisions of Section 205C of
the Companies Act, 1956, all unpaid Public Deposits and interest due
thereon, have been transferred to the Investor Education and Protection
Fund, on the respective due dates.
HUMAN RESOURCES
During the period under review, the Companys industrial relations by
and large remained cordial. During this period, the Company signed a
long term wage settlement Agreement with the workers union at Diesel
Engines Unit, Chinchwad, Pune.
Your Company has infused a lot of rigor and intensity in its people
development process and in honing skill-sets. HR processes are being
aligned to facilitate achieving long term organizational goals. Ongoing
learning and refreshing HR systems across the Company are few of the
priority agenda for the Companys human resource function.
Particulars pursuant to the provisions of Section 217 of the Companies
Act, 1956
Information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, stipulated under Section 217(1)(e)
of the Companies Act, 1956 is set out in the Annexure to this Report.
Pursuant to the provisions of Section 217(2A) read with the Companies
(Particulars of Employees) Rules, 1975, the names and other particulars
of employees are to be set out in the Directors report, as an addendum
thereto. However, in tandem with the provisions of section
219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts as
set out therein, are being sent to all the Members of the Company
excluding the aforesaid information about the employees. Any Member,
who is interested in obtaining these particulars, may write to the
Company Secretary at the Registered Office of the Company.
ACKNOWLEDGEMENT
Your Directors recognize and appreciate the contributions made by the
employees at all levels for their enthusiasm which have enabled the
Company to achieve better financial results. The Board also
acknowledges the unstinted support provided by the stakeholders of the
Company.
For and on behalf of the Board of Directors
Karan Thapar
Chairman
Place : Mumbai
Date : April 29, 2011
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