The Directors are pleased to present their 40th Annual Report on the
business and operations of the company and the Audited Accounts for the
year ended 31st March 2012
Year ended Year ended
March 31, March 31,
Sales & Other Income (Net) 11566.31 9631.02
Profit before interest, Depreciation,
tax and extra ordinary items 979.77 716.40
Less : (i) Financial expenses 290.43 111.12
(ii) Depreciation 222.31 196.56
Profit / (Loss) before tax 467.03 408.72
- Current Tax 93.48 83.25
- Deferred tax liabilities (Assets) 67.59 137.39
- Mat Credit Entitlement (20.59) (151.02)
Profit / (Loss) after tax 326.55 339.10
Add/ (Less): Excess (Short) tax
provisions of earlier years (0.84) 1.02
Add: Balance b/f from last year 590.37 250.25
Amount available for appropriation: 916.08 590.37
Transfer to / from General Reserve 0.00 0.00
Amount carried to Balance Sheet 916.08 590.37
During the year under review your company was able to maintain a growth
of over 20% in the sales and other income of the company. Profit before
interest, depreciation and tax also recorded a jump of over 36%.
However in view of greater financial costs, Profit after tax was
In order to remain competitive, and to ensure that the company meets
all quality requirements of its OEM customers, it has to keep investing
in various balancing equipments with latest technology. To enable
finance these equipments your company needs to plough back the funds
and hence your Directors do not recommend any dividend.
Expansion / modernization at Company''s various units in Daman has
been completed during the year. The Company hopes to derive benefits of
the expansion in the coming years.
Company''s Exports (F.O.B.) during the year were marginally better at
Rs. 1080 lacs, as compared to Rs. 1047 lacs in the previous year in rupee
REMSONS (EUROPE), our Marketing set up in Europe, continues to provide
excellent commercial & engineering support to the company''s various
European OEM customers. Mr. Geoffrey Hill, Director - Business
Development also continues to explore new avenues for securing
additional export business and hopefully your company will be able to
further expand its export sales in the financial year 2013-2014. Mr.
John Glover, Director - Engineering, along with Mr. Hill continues to
provide essential engineering support, which is always required by our
OEM customers. Mr. Ashok Goyal at USA is constantly exploring the
North American market for good business opportunities.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to an Ordinary Resolution u/s 293 (1) (e) of the Companies
Act, 1956 passed last year through Postal Ballots authorizing Board of
Directors of the Company to contribute to charitable and other funds
not directly relating to the business of the company or the welfare of
its employees, the Company made a further contribution of Rs. 30,00,000/-
(Rupees Thirty Lacs only) during the year to ''Rajasthani Sammelan''
which runs ''Durgadevi Saraf Institute of Management Studies''.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Report on Management Discussion and Analysis, which is forming part
of the Annual Report, interalia adequately deals with the operations as
also current and future outlook of the Company.
A report on Corporate Governance along with the Auditors'' Certificate
regarding compliance of the mandatory requirements of the Corporate
Governance is separately given in the Annual Report.
During the year, your company did not accept any deposits from the
public under section 58A of the Companies Act, 1956.
The Equity Shares of your company continue to be listed at the Bombay
Stock Exchange (BSE) and the National Stock Exchange (NSE).The Company
has paid the requisite listing fees to the above stock exchanges for
the financial year 2012-13.
Pursuant to section 217(2AA) of Companies Act, 1956, the directors
hereby state and confirm that:
i. In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
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 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
iv. The Directors have prepared the annual accounts on a going concern
In terms of Article 90 of the Articles of Association of the Company,
Mr. S. Agarwal and Mr. Ming Ching Tan, Directors of the Company retire
by rotation and being eligible, offer themselves for re-appointment.
Members are requested to re-appoint them.
Mrs. Saroj N. Rao, an Independent Director resigned from the
directorship of the Company on 11th August 2012. The Board appreciates
the valuable support and co-operation extended by her during the tenure
of her association with the Company.
Mr. Anil Kumar Agrawal, CFO of the Company is appointed as an
Additional Director and designated as Director - Finance of the Company
on 11th August 2012. Pursuant to Section 260 of the Companies Act, 1956
(the Act), Mr. Anil Kumar Agrawal holds the office of Director up to
the date of ensuing Annual General Meeting. The Company has received a
notice in writing from a member u/s 257 of the Act, proposing
candidature of Mr. Anil Kumar Agrawal for the office of the Director.
Necessory resolutions seeking Members'' approval for the appointment
of and the remuneration payable to Mr. Anil Kumar Agrawal are embodied
in the Notice convening 40th Annual General Meeting of the Company.
Members are requested to accord their approval by passing the said
Particulars of the Directors seeking appointment / re-appointment at
the ensuing Annual General Meeting are given in an Annexure to the
notice convening 40th Annual General Meeting of the Company.
M/s. Kanu Doshi Associates, Chartered Accountants, Statutory Auditors
of the Company, retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. Members
are requested to appoint the statutory auditors.
Members are also requested to authorize the Board of Directors to
appoint the branch auditors for the Company''s Gurgaon branch in
consultation with the statutory auditors and to fix the remuneration of
the branch auditors.
In terms of Order F. No. 52/26/CAB-2010 dated the 24th January 2012,
issued by the Ministry of Corporate Affairs, M/s Ashwin Solanki &
Associates, Cost Accountants have been appointed as ''Cost Auditors''
of the Company for the year 2012-13 for conducting audit of cost
accounts of the Company. The Central Government has also approved their
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956, read
together with the Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules 1988, the information relating to the
foregoing matters is given as under:
a) Conservation of Energy
Considering nature of activities carried out by the Company, your
directors have nothing to report regarding ''Conservation of
Energy'', however, the Management is conscious of the importance of
conservation of energy and reviews the measures to be taken for
reduction in the consumption of energy from time to time.
b) Technology Absorption
(i) The company has adopted the Cell Systemproduction, which has
resulted in improved productivity and product quality in line with
(ii) The company follows Six Sigma Practices in the context of
developing process technology in the manufacture of Automotive Cables.
(iii) The Company''s engineering centre at Gurgaon with modern Testing
and Validation Equipments has facilitated undertaking various
validation tests for the auto control cables produced by the Company.
These validation tests include among others, Life test under different
climatic conditions from sub-zero to High temperatures to guarantee
uniform functioning. Based on various tests, the Engineering team
regularly suggests design modifications of the cables to further
enhance the efficiency and Life of cables.
c) Foreign Exchange Earnings and Outgo
The information is contained in Notes 38, 40 and 41 in the Notes on
PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
During the year, the Company did not have any employee covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, and therefore no particulars
are required to be furnished.
The Board of Directors express its appreciation and gratitude to the
Bankers, Customers, Suppliers, employees and above all the Shareholders
of the Company for their valuable support and co-operation at all
For and on behalf of the Board of Directors
Dated: August 11, 2012 (Chairman)