The Directors hereby present the Twenty Third Annual Report of your
Company, together with the Audited Accounts for the year ended 31st
1. Financial Results :
(Rupees in Lacs)
Sales (including Excise Duty) 104706.14 97618.24
Less : Excise Duty (11527.51) (10254.49)
Sales (Net of Excise Duty) 93178.63 87363.75
Operating Profit 3776.78 6278.37
Add : Other Income 76.35 127.50
Profit before Financial Charges,
Depreciation & Taxes 3853.13 6405.87
Financial Charges (595.33) (479.82)
Depreciation (1293.52) (1224.74)
Profit before Taxes &
Extra-ordinary Items 1964.28 4701.31
Extra-ordinary Items – –
Profit before Taxes 1964.28 4701.31
Provision for Income Tax (549.78) (1601.28)
Profit after Tax 1414.50 3100.03
Add : Balance brought forward
from last Account 352.22 359.66
Balance available : (A) 1766.72 3459.69
Which the Board of Directors
have appropriated as under :
(i) Transfer to General Reserve 1000.00 2300.00
(ii)Proposed Total Dividend 346.91 693.82
@ Rs. 3.00 for the year
(Previous year @ Rs. 6.00),
which includes Interim
Dividend @ Rs. 1.80 (Rs. 2.40),
per equity share.
(iii) Corporate Tax on Dividend 56.28 113.65
(B) 1403.19 3107.47
Balance carried forwarded in
Profit & Loss Account (A) – (B) 363.53 352.22
At the Meeting held on 8th February, 2012, the Directors had
recommended an interim dividend @ Rs. 1.80 (18%) per equity share of
Rs. 10/- each, fully paid, for the financial year 2011-12, since paid.
The Directors are pleased to recommend final dividend @ Rs. 1.20 (12%)
per equity share for the year ended 31st March, 2012, making total
dividend recommended of Rs. 3/- (30%) per equity share of Rs. 10/-
each, fully paid, subject to the approval of Shareholders at the
ensuing Annual General Meeting.
During the fiscal the overall economic and Industrial climate was
unfortunately sluggish. The growth in the production of domestic
Electrical Equipment Industry was lower. The financial crisis in
Western Europe has also cast negative effect on manufacturing sector
and economy in general in India.
High rate of interest, inflation, increase in the cost of our primary
inputs, power and fuel, substantial volatility in the foreign exchange
and increase in cost all around has resulted in the contraction by more
than 20% of the production of Capital-Goods-sector impacting our
Despite such adverse economic climate in the Country, your Company has
performed reasonably well during the year under review.
The total production during the year was 24862 M Tons [25832 MT],
marginal decrease of about 4%. The overall gross sales income was Rs.
1047 Cr. [976 Cr] and income net of taxes Rs. 932  Cr. The
increase in the sales income, despite marginal fall in production, is
due to increase in the cost of primary raw materials consumed, besides
more production on own account and less production on job work account.
For the year, the PBDIT is 3853.13, PBDT 3257.80, PBT 1964.28 and PAT
1414.51 lacs. Our Reserve and Surplus are Rs 17992.69 (16982.86) lacs
at the end of March 2012.
Though prices of copper, our principal input remained volatile during
the year, your company has generally preferred to have back to back
procurement of input to avoid pricing mismatch of the sale of finished
Your company continues to be the market-leader in the field of Winding
Wires in India. Export efforts continue.
The Company has successfully executed an Order for 765 KV Continuously
Transposed Conductors and the EHV Power Transformer made therefrom by a
renowned Domestic Transformer Manufacturer are satisfactorily working
in the field since quiet some time.
Addition in the plant and machinery and civil work during the year is
about Rs. 12 Crores.
Notwithstanding whatever has been stated in the foregoing paragraphs
about the sluggishness in the Capital-Goods- sector in our Country
during the year, your company continues to be optimistic about future
growth in the sector. India being a power-deficit-country, the long
term prospects of the Electrical Equipment Manufacturing Industry is
bright. Our Government is aware of constraints such as availability of
proper grade coal for the thermal plants and has initiated actions in
right direction. Our Winding Wires, as you are aware, are used in the
manufacture of Electrical Equipment, which again depend on the
development of Electrical Power sector. Our Company is looking forward
to the future with optimism.
Your Company has discharged all financial obligations in time, without
delay or default and continues to remain a Dividend paying Company
since long time and has low- debt-gearing.
4. Listing / Dematerialisation of the Company''s Equity Shares:
The Equity Shares of your Company continue to be listed at the Bombay
Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd
(NSE) and required Annual Listing Fees have been paid.
The Equity Shares of the Company are compulsorily traded in
dematerialized form as prescribed by SEBI. The same are registered with
both National Securities Depository Ltd., Trade World, 4th Floor,
Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400
013, and Central Depository Services (India) Limited, Phiroze
Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023, Under
ISIN No.INE372C01011 common for both.
5. Particulars of Employees:
As required under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules
1975, particulars of the employees are given in Annexure I hereto and
form part of this report.
6. Disclosure of particulars in the Directors'' Report:
As required under the provisions of Section 217 (1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules 1988, the necessary particulars
are given in Annexure II hereto and form part of this report.
The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants,
Mumbai, who have been Statutory Auditors of the Company, hold office
until the ensuing Annual General Meeting. Subject to the approval of
the Members, it is proposed to re-appoint them for the Financial Year
2012- 13. The Auditors have furnished, u/s 224 (1B) of the Companies
Act 1956, Certificate of Eligibility for reappointment.
8. Corporate Governance:
As required by Clause 49 of the Listing Agreements with Stock
Exchanges, a Corporate Governance Report, a Management Discussion and
Analysis, and the Certificate of the Auditors of the Company regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report. Please refer Annexure III to the Directors'' Report.
The Company has framed a Code of Conduct for all its Board Members and
Senior Management Personnel of the Company, who have affirmed
compliance thereto. The said Code of Conduct has been posted on the
Company''s website. The Declaration to this effect signed by the CEO is
made a part of the Annual Report.
9. Directors'' Responsibility Statement:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors of the Company based on the representations received from the
operating management confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. that the directors had 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 the end of financial year ended 31st
March, 2012 and of the profit of the Company for that period;
iii. that the directors had 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
iv. that the directors had prepared the annual accounts for the year
ended 31st March, 2012, on a going concern basis.
The term of appointment of Shri Milan M. Mehta, Vice Chairman &
Managing Director, expired on 31st March, 2012. On the recommendation
of its Remuneration-Cum-Selection Committee, the Board of Directors
have, at their meeting held on 8th February, 2012, re-appointed Shri
Milan M. Mehta as Vice Chairman & Managing Director for a further
period of three years from 1st April, 2012 subject to the approval of
the Members of the Company at the ensuing Annual General Meeting and
any other statutory approval required, if any.
Shri Pradip Roy has been appointed as an Additional Director on 14th
November, 2011 by the Board of Directors and holds office until the
ensuing Annual General Meeting. Besides being a Graduate Engineer from
Indian School of Mines, Dhanbad, and a MBA from Delhi University, Shri
Roy is qualified CAIIB, a successful Banker and retired as Executive
Director of IDBI Bank Ltd. He is also on the Board of eminent
Companies. He has been associated with various Committees constituted
by Government / Industry Association on Policy formation etc in
Infrastructure field. He was nominated by the Government of India to
represent Financial Sector on Ports and Roads set up by Planning
Commission, under the Chairmanship of Ex Dy Governor of Reserve Bank of
The Company has received Notice, along with the requisite Deposit of
Rupees Five Hundred, from a Member proposing the appointment of Shri
Pradip Roy as a Director of the Company, at the ensuing Annual General
In accordance with the provisions of the Companies Act, 1956, and the
Company''s Articles of Association, Shri Vijay M. Crishna and Shri
Ashwin P. Kothari retire by rotation and are eligible for
The Directors wish to place on record their deep appreciation of the
continued assistance and co-operation from Bank of Baroda, the
Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram
Panchayat, Shareholders and all the Staff and employees of the Company.
For and on behalf of the Board
Mahendra R. Mehta
Chairman and Managing Director
Dated 28th May, 2012