Dear Shareholders,
The Directors present the 35th Annual Report and Accounts for the
Financial Year ended 31st March, 2011.
1. FINANCIAL RESULTS:
(Rs. in thousand)
For the For the
Year ended Year ended
31st March, 31st March,
2011 2010
Sales and Other Income 6,975,425 5,568,264
Profit Prior to Finance Charges
& Depreciation 794,834 664,516
Less:
Finance charges 2,550 2,574
Depreciation 104,124 86,815
Profit before Taxation 688,160 575,127
Less: Provision for Taxation
Current Tax 122,320
Deferred Tax 62,722 37,483
Profit after Tax 503,118 537,644
Balance brought forward
from previous year (1,201,069) (1,541,614)
Preference Dividend paid
including Dividend Tax - 37,099
Transfer from General Reserve
Transfer to capital
redemption reserve - 160,000
Balance carried to Balance Sheet (697,951) (1,201,069)
2. DIVIDEND
In view of the accumulated loss, the Board regrets its inability to
recommend any dividend to equity shareholders for the year.
3. REVIEW OF OPERATION
Your Company completed another year of steady performance with strong
topline growth and high quality earnings. All business segments posted
sound growth in revenues and enhanced their market standing.
Gross Turnover for the year grew by 26.9% to Rs. 772.6 crores. Net
Turnover other than service & other income at Rs. 634.9 crores grew by
24.9% driven by higher
Engineering business and the continuing steady performance by Appliance
business which grew by 25.03%. Engineering Division grew by 24.74%.
Pretax Profit increased by 19.6% to Rs. 68.81 crores. Earning Per share
for the year stands at Rs. 14.24.
5. DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA)
OF THE COMPANIES ACT, 1956
To the best of knowledge and belief and according to the confirmations
and explanations obtained by them, your directors make the following
statements in terms of Section 217(2AA) of the Companies Act, 1956:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) 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 profits of
the Company for that period;
c) 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
irregularities;
d) These accounts are prepared on a going concern basis.
6. CORPORATE GOVERNANCE
As stipulated by Clause 49 of the Listing Agreement, a Report on
Corporate Governance along with a Certificate from the Auditors is
given separately in this Annual Report.
7. DELISTING FROM DELHI STOCK EXCHANGE
The application for delisting to Delhi Stock Exchange is pending.
8. AUDITORS
M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting. They have signified
their willingness to accept reappointment and have further confirmed
their eligibility under section 224(1B) of the Companies Act, 1956.
9. DIRECTORS
In view of Sec 274(1) (g) of the Companies Act prescribing
disqualification for directors in the event of non- redemption of
debentures ( privately-placed), a writ- petition was filed before the
High Court at Calcutta challenging the applicability of said section
274(1) (g) which is pending for final disposal. An interim order dated
14.05.2004 has been passed by the Hon''ble Calcutta High Court directing
Union of India and its authorized agents, servants or otherwise from
giving any effect or further effect to or taking any step in pursuance
of the provisions contained in section 274(l)(g) of the Companies Act,
1956
In the mean time all the debentures have been fully redeemed by
December 2007.
Dr. Rathindra Nath Mitra and Mr.K.M.Unnikrishnan retire as directors by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. The particulars of directors
seeking appointment / reappointment are given in Corporate Governance
section of this Report.
10. PERSONNEL
The Directors would like to place on record their appreciation of the
dedication and hard work put in by employees at all levels.
Particulars of employees as required to be furnished pursuant to
Section 217(2A) of the Companies Act, 1956 , read with rules
thereunder, forms part of this Report. However, as per the provision
of Section 219(1) (b) (iv) of the Companies Act,1956, the reports and
accounts are being sent to all the shareholders of the Company
excluding the statement of particular of employees. Any shareholder
interested in obtaining a copy may write to the Company Secretary of
the Company.
11. ESPS
The Company implemented the Employees Stock Purchase Scheme 2008 in
accordance with the Securities and Exchange Board of India (Employees
Stock Option
Scheme and Employee Stock Purchase Scheme) Guide lines, 1999 ('' the
SEBI Guidelines''). The Compensation committee, constituted in
accordance with the SEBI Guidelines, administers and monitors the
scheme.
The applicable disclosures as stipulated under the SEBI Guidelines as
at March 31, 2011 ( cumulative position) are given below:
a) Total no. of equity shares issued to employees in ESPS1593449.
b) Exercise price Rs 10/- per share to employees belonging to workers
category and for rest of employees Rs 15/- per share., plus applicable
taxes, as per law.
c) Employee wise details of shares alloted under ESPS to:
i. Key Management person:
1. Mr.A.K.Nag 50,000
2. Mr.A.S.Negi 25,000
3. Mr.B.M.Shetye 25,000
4. Mr.DipakMitra 50,000
5. Mr.GautamDasgupta 50,000
6. Mr.GRayChowdhury 17,500
7. Mr.IndroneelGoho 25,000
8. Mr.ProbirChatterjee 25,000
9. Mr.RajshankarRay 15,000
10. Mr.S.Bhattacharya 25,000
11. Mr.SiddharthaChatterjee 25,000
ii Any other employee who is issued shares in any one year amounting to
5 % or more shares during the year-nil
iii. Identified employees, who were issued shares during any one year,
equal to or exceeding 1% of the issued capital of the company at the
time of issuance-nil
d) Diluted Earning Per share ( EPS) pursuant to issuance of shares
under ESPS Rs 14.24
e) Consideration received against the issuance of shares Rs. 235 lacs
plus applicable taxes.
12. ENVIRONMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant data are given in
the Annexure to this Report.
13. ACKNOWLEDGMENTS
Your Directors would like to place on record their sincere appreciation
to the employees, Customers,Shareholders, banks and also Central &
State Government Offices and all others for their co-operation and
support.
On behalf of the Board
Bikram Nag
Joint Executive Chairman
& Managing Director
Place :Kolkata R. N. Mitra
Dated : 27th May, 2011 Director
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