The Directors are pleased to present the 30th Annual Report on the
business and operations together with Audited Balance Sheet and Profit
& Loss Account of your Company for the year ended March 31, 2011.
FINANCIAL RESULTS
Your Companys performance during the year as compared with the
previous year is summarized below:
Rupees in Million
Particulars 2010-11 2009-10
Net Sales 8,609.25 6,341.54
Profit before Interest and Depreciation 571.41 517.56
(-) : Financial Expenses 93.63 113.20
(-) : Depreciation/Amortisation/
Impairment Loss 240.45 340.54
Profit Before Tax (PBT) 237.33 63.82
(-) : Provision for Tax 57.60 4.55
Profit After Tax (PAT) 179.73 59.27
(+) : Balance of Profit brought forward 48.94 28.37
Balance Available for Appropriation 228.67 87.64
Appropriations
Dividend 56.09 28.04
Corporate Dividend Tax 9.10 4.66
Transfer to General Reserve 18.00 6.00
Balance Carried to Balance Sheet 145.48 48.94
228.67 87.64
Dividend (%) 60 30
Basic and Diluted Earning Per Share (EPS)(Rs.) 19.23 6.34
DIVIDEND
Keeping in view of the remarkable Financial Performance during the year
under review, as also the philosophy of your Company to reward its
shareholders, the Board of Directors are pleased to recommend a
Dividend of 60% (Rs.6/- per Equity Share) for the Financial Year
2010-2011 as against 30% for the corresponding last year. The total
amount of Dividend proposed to be distributed and tax thereon
aggregates to Rs. 65.19 Million (including Dividend Tax) as against Rs.
32.70 Million. The Dividend payout ratio comes to 36.27%.
A sum of Rs. 18 Million has been transferred to the General Reserve of
the Company. This reaffirms the inherent financial strength of your
Company.
BUSINESS PERFORMANCE
Since the first car was rolled out in India in the year 1898, the
Indian Automobile Industry has come a long way. During its early stages
it was overlooked, but since the introduction of the liberalization
policy, various tax reliefs by the Government of India and rapid growth
in industrialization process in recent years, the automobile industry
has made a remarkable growth. India is expected to become the worlds
7th largest automobile market by 2016 and third largest by 2030.
Further, the total sales are expected to reach US$ 120 -160 Billion by
2016 and the investment requirement is estimated to be US$ 35-40
Billion. 1
During the year under review the Indian Automobile Industry recorded a
remarkable production growth of 27%, as compared to the last year. The
industry produced around 18 Million vehicles of which share of two
wheelers were 75%, passenger vehicles - 17 %, three wheelers and
commercial vehicles - 4% each. 2
In this backdrop, your Company has achieved a 36% growth in the Annual
Sales, which is much above the industry growth, by clocking the sales
of Rs.8,609 Million during the year under review ended March 31, 2011,
as compared to Rs. 6,342 Million in the previous year.
During the year under review, Lumax has posted Earnings before
Depreciation Interest and Tax (EBDITA) of Rs. 571.41 Million for the
year ended March 31, 2011 as against Rs. 517.56 Million in the previous
year, an increase of 10% as compared to the previous year and Profit
After Tax (PAT) of Rs. 179.73 Million as compared to the Profit After
Tax (PAT) of Rs. 59.27 Million during the previous year, registering a
tremendous growth of 203%.
During the year under review, your Company has laid foundation for
construction of a new ultra modern manufacturing plant at Bawal,
Haryana at an estimated cost of about Rs.800 million to meet the
increasing demand for supply of high volume auto lightings for one of
its existing top customer - Maruti Suzuki, as some of the existing
plants are facing capacity constraints. The said plant is expected to
start commercial production by January 2012.
Further, your Company is also in the process of setting up new plant at
Bidadi, Bangalore for supply of auto lighting and other components for
the Small Car of Toyota - Etios and the said facility is expected to
become operational by the next year. Till then your company has set up
a new small assembly facility in Bidadi, Bangalore and started
supplying to this customer. Further, due to low volumes of Nano Car
productions, your Company has delayed the commencing of production from
the Nano Plant, Sanand, Gujarat, after a string of negotiations in
relation with the investment in Singur, West Bengal.
A detailed discussion on the business performance and future outlook is
provided in the Chapter on Management Discussion & Analysis Report
(MDA).
RECOGNITION AND AWARDS
Your Company believes that the journey of excellence is a never ending
one but it begins with Quality. Quality initiatives are all pervasive
encompassing each and every process throughout the organization,
leading to excellence. As a result of which the Company has received
the following awards and recognitions from Customers and other Agencies
during the year under review:
Rs. Got 90% marks in the Annual Vendor System Audit by Maruti Suzuki
India Ltd in 2010-11, as against 85% last year.
Rs. Won Silver Award for Manufacturing Excellence from Automotive
Components Manufacturer Association (ACMA).
Rs. Won Golden Trophy in QCC Competition organised by Quality Circle
Forum of India - Delhi Chapter.
Rs. Won First prize in poster competition in QCC Competition organised
by Quality Circle Forum of India - Delhi Chapter.
Rs. Won Winner Award (GOLD TROPHY) in the 23rd Preliminary QC Circle
Competition Organized by Confederation of Indian Industry (CII).
Rs. Won Silver Award in the 21st Chapter Convention QC Circle
Competition Organized by Quality Circle Forum of India - Delhi
Chapter.
Rs. Received Certificate from Maruti Suzuki India Ltd. (MSIL),
recognizing efforts and superior performance of the Company in the
field of Design and Development
Rs. Received Certificate of Appreciation from International Centre for
Automotive Technology (ICAT).
DIRECTORS
In accordance with the Articles of Association of the Company and the
Companies Act 1956 Mr Anmol Jain Mr M C Gupta Mr Makio Natsusaka and Mr
A P Gandhi Director(s) are retiring by rotation at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
The term of Mr D K Jain as Chairman & Managing Director and Mr Anmol
Jain as Sr Executive Director is expiring accordingly the Board
recommends to re-appoint them as Whole-time Directors with respective
Designations subject to the approval of the members in the ensuing
Annual General Meeting.
Further the previous tenure of Mr Deepak Jain as Sr Executive Director
expired on 31-01-2011 Hence the Board re-appointed Mr Deepak Jain as Sr
Executive Director for a further period of 5 years we f 01-02-2011 in
its meeting dated 29-01-2011 subject to the approval of the members in
the ensuing Annual General Meeting.
Your Directors recommend the re-appointment of the above Directors at
the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, the
Directors state:
(i) That in the preparation of the Annual Accounts for the Financial
Year ended March 31 2011 the applicable Accounting Standards have been
followed along with proper explanation relating to material departures
in the Auditor Report and Notes to Accounts;
(ii) That 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) That 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;
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
FIXED DEPOSITS
During the year under review the company has not accepted any Deposit
under Sections 58A and 58AA of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS
M/s S.R. Batliboi & Associates, Chartered Accountants are proposed for
re-appointment as Statutory Auditors of the Company from the conclusion
of the ensuing Annual General Meeting till the conclusion of the next
Annual General Meeting. They have given their consent to act as
Auditors of the Company and have further confirmed that their
appointment would be in conformity of the provision of Section 224(1B)
of the Companies Act, 1956. The Board recommends their re-appointment
for the approval of members in the ensuing Annual General Meeting.
The explanations of your Board of Directors on the Auditors
observations as contained in their report, read with the relevant notes
to accounts are as follows.
(i) With reference to the observation in Para (v) (b) to the Annexure
of their Report in respect of transactions exceeding
Rs. 5 Lacs in which comparable prices are not availaible, it is
explained that the nature of these transactions covers under two
categories viz. (a) Designing and Development of Tools, Moulds and (b)
Specialized Nature of Raw Material, Semi Finished and Finished
Products.
(a) Designing and Development of Tools, Moulds
The Tools and Moulds etc. are of specialized nature of products which
needs to be designed and developed with specialized knowledge and skill
as per the Customer specifications and requirements. The specifications
provided by Customer for designing and development of Tools are of a
Confidential Nature and having immense Intellectual property value.
Therefore, the Company arranges the Designing and development of Tools
with the Technical Support and Guidance from its Collaborator M/s
Stanley Electric Co. Ltd and its associates. In some cases, the Tool
designing and its development is also undertaken by Vendors which
transactions are not pursuance of such contracts and arrangements as
referred to in Para (v) (b) to the Annexure of the Audit Report.
In all these cases the Company need to share the Technical
Specification and Other Information of Customer which is of immense
Intellectual Property Value with the Vendor which can only be done
after entering into Legally binding Contracts which includes
Confidentiality Agreements also, with the respective Vendor. These
Vendors are finalised after due Financial and Technical Assessment of
their capability to execute the job. In view of this background, it is
not possible for the Company to share the Customers
Information/specifications with alternate vendors only for the purpose
of arranging comparable quotes/prices.
(b) Raw Material, Semi Finished and Finished Products
In most of these cases, the Company procures the raw material and
components from the Vendors after supplying Tools, Moulds, Jigs Dies
for its manufacturing and some of the items purchased are of a
specialized and unique nature for which no alternate sources of supply
availaible to enable comparison of prices. Further such Vendors are
also defined/approved by our Customer(s), to whom the Company supplies
the Final Product. As these raw material and components are of
specialized and unique nature and its comparable market prices are not
availaible.
(ii) With reference to the observations of the Auditor in Para (ix) (a)
to the Annexure of their Report regarding slight delay in deposit of
Statutory Dues, it is informed that the said dues have since been paid.
During the year, all the recommendations of the Audit Committee were
accepted by the Board. Hence there is no need for disclosure of the
same in this Report.
MATERIAL CHANGES AND COMMITMENTS
No other material changes and commitments affecting the Financial
position of the Company have occurred between April 1, 2011 and the
date on which this Report has been signed.
CORPORATE SOCIAL RESPONSIBILITY
The Company actively takes part in Corporate Social Responsibility
(CSR) programmes, from time to time, in order to create value for all
stakeholders, including shareholders, employees, customers, suppliers,
project affected people, society at large etc.
The Companys CSR scheme is underpinned by the principles of Ethics,
Transparency and Accountability. Your company does not engage in
business practices that are abusive, unfair, corrupt or
anti-competitive.
Depending upon the core competency and business interest, the Company
aims to undertake activities for social development of communities and
geographical areas, particularly in the vicinity of their operations.
These operations may vary from education, skill building for livelihood
of people, health, cultural and social welfare etc.
The Corporate Social Responsibility (CSR) program is an integral part
of the way the Company conducts its business.
Last year your Company started the programme of Nanhi Chhaan, which
is fostered by Confederation of Indian Industry (CII) for promoting the
girl child amongst general population and to promote communitys
involvement in aforestation drive. The programme has gained
considerable popularity and credibility for its tremendous contribution
to the society.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Clause 49 of the Listing Agreement,
Management Discussion & Analysis Report is annexed as part of this
report separately as Annexure - A
OTHER INFORMATION
Disclosure of information regarding Conservation of Energy, Research &
Development, Technology Absorption and Foreign Exchange Earning and
Outgo etc. under Section 217(1)(e) of the Companies Act, 1956 is
annexed separately as Annexure - B.
GROUP
Pursuant to the intimation from the Promoters, the names of the
Promoters and entities comprising Group are disclosed in the Annual
Report as Annexure C, for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
CORPORATE GOVERNANCE
The report on Corporate Governance together with the Auditors
Certificate regarding the Compliance of conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is
annexed and forms part of this Annual Report as Annexure - D.
PARTICULARS OF EMPLOYEES
Information of Particulars of Employees as required under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 forms an integral part of this report. As per
the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the shareholders of the Company
excluding the Statement of Particulars of employees under Section
217(2A) of the Companies Act, 1956. Any shareholder interested in
obtaining a copy of such statement may write to the Vice President
(Legal) and Company Secretary at the registered office of the Company.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has
endured our success in the past and will do so in future. Your
Directors wish to place on record their sincere thanks to all its
highly valued customers, its Technical and Financial Collaborator- M/s
Stanley Electric Co. Ltd., Japan, all other business partners, all the
Shareholders, Financial Institutions, Banks, Vendors and various
Government agencies for their continued support and patronage.
The Board would also like to acknowledge the co-operation & commitment
rendered by all the associates & employees of the Company for their
unstinted support shown during these challenging times.
For and on behalf of the Board of Directors
Place :Gurgaon D. K. JAIN
Dated : May 27, 2011 Chairman & Managing Director
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