The Board of Directors are pleased to present the 37th annual report
and the audited accounts for the financial year ended 31st March 2013.
The Financial performance of the Company, for the year ended 31st March
2013 is summarized below.
(Rs in Lakhs)
Particulars 2012-13 2011-12
Total income 15,523 17,198
Total expenditure 14,305 14,958
Profit before interest,
depreciation and tax 1,218 2,240
Finance cost 474 413
Depreciation 413 288
Profit before tax / 331 1,539
Provision for taxation(
Net of deferred tax) 130 502
Profit after tax 201 1,037
Balance in Statement
of profit and loss 4,297 3,451
Amount available for appropriation 4,498 4,488
General reserve 11 104
Proposed dividend 45 75
Tax on proposed dividend 7 12
Balance carried to Balance Sheet 4,435 4,297
Total 4,498 4,488
REVIEW OF PERFORMANCE
During the year under review, the Company achieved a turnover of Rs.15,
296.28 lakhs compared to Rs.17,049.67 lakhs in 2012. The operations of
the Company for the year under, review have resulted in a net profit of
Your Directors are pleased to recommend a dividend of 15% on the equity
shares of the company for the year ended 31st March 2013, subject to
the approval of the members at the ensuing annual general meeting.
Employee relations continue to be cordial. Your Directors would like to
place on record their appreciation of the valuable contribution to the
operations of the Company during the year.
Your Company is committed to maintaining high standards of Corporate
Governance. A Report on Corporate Gover- nance along with a certificate
from the statutory auditors on compliance of Corporate Governance norms
is part of this Annual Report.
Information required under section 217(2A) of the Companies Act 1956
read with Companies (Particulars of Employment) Rules, 1975
In terms of the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors'' Report.
Information required under section 217(2A) of the Companies Act 1956
read with Companies (Particulars of Employ- ment) Rules 1975
1. Employment throughout the year under review and were in receipt of
remuneration for that year in the aggregate of not less than Rs
60,00,000 or more - Nil
2. Annual remuneration as above includes salary, allowances and
3. The above appointment is contractual.
II. Employees of the Company who were employed for part of the
financial year and in receipt of remuneration at a rate, which in
aggregate was not less than Rs 500,000/- pm - NIL DIRECTORS
Under section 256(1) of the Companies Act, 1956 and article 116 of the
Articles of the Company, Mr.Y Mukaide, Director and Capt. N S Mohanram,
Director are liable to retire by rotation at this Annual General
Meeting. They are eligible and offer themselves for re-appointment. A
brief profile of Directors proposed to be re-appointed, nature of their
expertise in specific functional areas, names of Companies in which
they hold directorships and membership, their share holding in the
company are provided in the notice of Annual General Meeting.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors
1. In the preparation of the accounts for the year ended 31st March
2013 the applicable accounting standards have been followed and there
are no material departures from the same;
2. The accounting policies which have been selected are applied
consistently, judgments and estimates that are reasonable and prudent
made so as to give a true and fair view of the state of affairs of the
Company at the financial year ended 31st March 2013 and of the profit
of the Company for that year;
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 frauds and other irregularities;
4. The accounts for the year ended 31st March 2013 have been prepared
on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA), which forms part of this
Directors'' Report, sets out an analysis of business including the
industry scenario, performance, financial analysis and risk mitigation.
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial statements read with Accounting Standard AS-23 on
Accounting for Investments in Associates, the audited Consolidated
Financial Statements are pro- vided in the Annual Report.
In Accordance with the general Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance sheet, the
statement of Profit and Loss and other documents of the Subsidiary
Companies are not being attached with the Balance Sheet of the Company.
The Company will make available the Annual Accounts of the Subsidiary
Companies and the related detailed informa- tion to any member of the
Company who may be interested in obtaining the same. The Annual
Accounts of the Subsidiary Companies will also be kept open for
inspection by any investor at the Registered Office of the Company and
that of the respective Subsidiary Companies. The consolidated Financial
Statements presented by the Company include financial results of its
Subsidiary Companies except Prism Hydraulics Private Limited.
During the year, the company has entered in to a joint memorandum of
compromise before the Company Law Board dated 4th January 2013 with the
minority shareholders of Prism Hydraulics Private Limited, a
subsidiary, to transfer its entire investment holding of 60% to the
minority shareholders at a consideration of Rs.225 lakhs on or before
31st December 2013 subject to compliance of certain terms and
conditions. Accordingly, a sum of Rs.90 lakhs has been received from
the minority shareholders of Prism Hydraulics Private Limited. Due to
the said transaction, in the opinion of the company, the control over
Prism Hydraulics Private Limited deemed to be temporary in nature;
hence, the same has not been included in the consolidated financial
During the year under review, Your Company has the following subsidiary
Companies viz (i) Coretec Engineering India Pvt Ltd, Bangalore (ii)
Yuflow Engineering Pvt. Ltd, Chennai.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company recognizes the community as an important stakeholder in
our business and believes in sustainability as a core parameter of its
The Company provides opportunities to Engineering and Management
Institute students to undergo in-plant training/ projects as part of
their academic curriculum, thus enabling to appreciate application of
theoretical knowledge and get an exposure to the industrial practices.
The Company''s employees participate in blood donation camps every year
and donate blood.
Employees are trained in ''First -Aid'' regularly. The Company has rain
water harvesting system in place in all the factory plants.
The Company''s products and services have very little or marginal impact
on the environment and it adheres to all related legal and statutory
Health, Safety & Environment (HSE)
Health, Safety and environment are high priority issues in your
Your Company conducts annual medical check up for its employees and
assists the employees who need medical attention or counseling. The
employees and their dependents are covered under Health Insurance
Awareness workshops on safety in industries are being conducted for the
employees in collaboration with the Direc- torate of Factories and
Boilers, Government of Karnataka.
With no reportable injuries during the year, we are committed to
enhance occupational health and safety. Apart from personnel safety,
process safety is the top priority of the Management. Well documented
standards, emphasis on line management responsibility, an improved and
standardized process for safety observations are helping the
manufacturing sites achieve higher employee participation in the safety
All manufacturing locations remained fully compliant with Environmental
Regulations. High emphasis was placed on the productive use of raw
materials, natural resources, energy and on reducing wastes. We believe
that a sustainable Organiza- tion can be built only with the highest
standards of performance on economic, social and environmental
Disclosure of particulars under section 217(1) (e) of the Companies
Energy conservation is a consistent focus area for the Company both
from a cost control and a social responsibility perspective. Energy
conservation is a consistent endeavor of your Company. The power factor
is regularly monitored and maintained between 0.99 and 1.00.
Solar lights have been installed in Malur Plant.
INFORMATION UNDERSECTION 217 (1) (e) OF THE COMPANIES ACT 1956 READ
WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988:
1. Conservation of Energy:
The operations of Your Company are not energy intensive. However,
necessary care is being taken to conserve energy by various measures.
2. Foreign Exchange Earnings and outgo (Rs. In Lakhs) Foreign Exchange
Export sales 998.32
Other Income 28.22
Expenditure in Foreign Currency
Brand fees 62.54
Remittance in foreign currency on account of:
3. Research and Development (R&D)
The Company continues to invest in R&D activities towards development
of new products and applications, improvement in operating
efficiencies, and reduction in manufacturing costs.
(a) Specific areas in which R&D carried out by the Company
Development of larger size valves for process and steel industries,
rugged vane pumps for special applications and development of high
efficiency gear pumps are some of the areas where R&D was carried out
by the Company.
(b) Benefits derived as a result of above R&D efforts
Special products developed to meet specific requirements of customers
which enable your Company to develop niche markets for growth.
(c) Future plan of action:
Development of additional range of products.
Focus on process improvements to enable the Company to penetrate the
export market. Strong focus on employee involvement to eliminate waste
in Operations through focused initiatives.
(d) Expenditure on R&D
There is a continuous increase in R & D expenditure as the scope of
activities carried out keeps on increasing. The exact amount spent has
not been apportioned this year.
4. Technology Absorption, Adaptation and Innovation:
(a) Efforts in brief, made towards technology absorption, adaptation
Special models of pumps and valves have been designed to meet specific
needs of customers and these have enabled us to extend our customer
base to include a wider range of industries.
Indigenization is a continuous ongoing effort.
(b) Benefits derived as a result of the above efforts:
Reduction of material cost.
Quality improvement and improvement in product performance
characteristics. - Ability to innovate and produce new products.
(c) Information regarding technology imported during the last five
years reckoned from the beginning of the financial year
i Technology imported - For manufacture of Chip compacting machine
ii Year of Import : 2011
iii Has technology been fully absorbed? Yes
iv If not fully absorbed, areas where this has not taken place, reasons
there off and future plans of action : N/A
The Company has appointed M/S. K.S.Kamalakara & Co. Cost Accountants as
cost auditors for conducting Cost Audit for the financial year 2012-13.
The due date for filing the Cost Audit Reports in XBRL mode for the
financial year ended 31st March 2012 was 28th February, 2013 and Form
A-XBRL was filed on 30th January 2013 and Form I -XBRL was filed on 31
st January 2013 by the Cost Auditors. The due date for filing the Cost
Audit Reports for the financial year ended 31st March 2013 is 30th
M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the
statutory auditors of the Company, hold office, in accor- dance with
the provisions of the Act till the conclusion of the ensuing annual
general meeting and are eligible for re-appointment.
This report contains forward-looking statements that involve risks and
uncertainties. When used in this Report, the words anticipate'',
believe, estimate, expect, intend, will and other similar
expressions as they relate to your Company and / or its business are
intended to identify such forward-looking statements. Your Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Actual results, performances or
achievements could differ materially from those expressed or implied in
such forward-looking statements. This report should be read in
conjunction with the financial statements included herein and notes
Your Directors thank the customers, auditors, vendors, banks,
government, collaborators, investors and all other business associates
for their continued support. Your Directors also wish to place on
record their appreciation of the contribution made by all the employees
of the Company for their performance in the year under review.
For and on behalf of the Board
R. Srinivasan V. Balaji Bhat C P Rangachar
Director Direc tor Managing Director
Place : Bangalore
Date: 18th May, 2013