The Directors present their Fifteenth Annual Report of your Company,
together with the Audited Accounts for the year ended 31st March 2007.
Your Companys performance during the year as compared with that during
the pervious year is summarized below:
(Rs. in Lakhs)
Export Sales 22,042.65 16,846.95
Domestic Sales 2,519.88 679.24
Total Sales 24,562.53 17,526.19
Add: Other Income 1,304.76 715.11
Total Income 25,867.29 18,241.30
Less: Materials & Manufacturing Expenses 18,746.58 13,585.31
Less: Value Addition Cost 5,395.47 3,888.37
Profit Before Depreciations Amortization
Expenses 1,725.24 767.62
Less depreciation & Amortization Expenses 874.67 604.01
Profit Before Tax 850.57 163.61
REVIEW OF OPERATIONS
The last 5 years were spent effectively in building a robust Business
Book and architecturing a capable supply chain network around your
Indian Plant. As strategic powers due to above are in place, your
Company launched all actions towards improving operations and
While, the processes are driving towards effectiveness, there is a
delay in the result due to customer approvals, validation cycles,
continued hardness on commodity prices and incomplete discussions with
customers on commodity price adjustments. The above have delayed the
visibility in operating margins. Counter measures in improving in value
addition efficiency have also been launched aggressively and the
management team has been advised to focus on the above in a prioritized
manner among others.
Based on the confidence in the performance of your company in the
coming years, your Directors have decided to recommend a dividend of
15% for this year.
The Reserves at the end of the year 31st March, 2007 is at Rs. 6187.54
Lakhs as against the Total Reserves of Rs. 5823.56 Lakhs as at 31st
QUALITY AND ENVIRONMENT
Your Directors are pleased to inform you that during the year your
Company continued to work on live APQP (Advanced Product Quality
Planning) processes for different Programs in the automotive industry.
This ensures an effective advance failure mode analysis to ensure that
Quality gets built into the Design as well as Process.
Your Company has been awarded TS-16949 Certification, the new process
based Quality System which will translate the Quality Model from Design
of Product and Process to all elements of the Organization. Your
Company continued to have ISO 14001 Certification for compliance of
Environmental Management System requirements.
Mr. K K Nohria and Mr. C P Dusad, Directors retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
The brief resume/details relating to Directors who are to be
re-appointed as stipulated under Clause 49(VI)(A) of the Listing
Agreement executed with the Stock Exchanges are furnished in the Report
on Corporate Governance.
M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment. Members are requested to appoint auditors for the
current year and authorize the Board to fix their remuneration.
As required under the provisions of Section 224 of the Companies
Act,1956, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be inconformity with the limits
specified in the said section.
Your Company had promoted a Joint Venture Company, M/s. IJT Plastics &
Tools Private Limited along with Yang Well International Group, Taiwan
for manufacturing plastic components and tools in India. During the
year under review, your Company has divested 40% of its investment in
IJT Plastics & Tools Private Limited and earned other income of Rs. 220
Lakhs. Also divested 44% stake of Investment in Igarashi Technologies
Private Limited and earned other income of Rs. 748 Lakhs.
During the year under review, 8,54,900 Optionally Fully Convertible
Warrants lapsed as M/s. Aeneas Evolution Portfolio Ltd has not
exercised the conversion option before the due date.
During the year, your Company had taken Shareholders approval for
Capital Expansion upto Rs. 100 Crores by issue of Equity Shares to
Qualified Institutions under Qualified Institutional Placement (QIP)
which will be utilized within the resolution validity period.
During 2005-06, the Assistant Commissioner of Income Tax, Company
Circle II (3), Chennai had issued a notice demanding Rs. 77.44 Lakhs
for the assessment year 2003-04 in connection with computation/method
of calculation of Income Assessable under the Income Tax Act, 1961. The
said demand has now been disposed off by concerned Appellate Authority
infavour of your Company. However, the concerned Income Tax Authorities
are yet to pass revised order.
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges are annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
Although, your Company had introduced Employee Stock Option Scheme
-2006 for employees there have not been any grant of Stock Options
during 2006-07 and thus, weighted Average fair values of grant during
the year under review is Nil. As required under SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a
disclosure is annexed herewith. However, the Company proposes to modify
the scheme to implement partly through Trust and partly directly
issuing to the Employees for which the approval of shareholders is
sought as per details given in the Notice.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act, 1956 your
directors, on the basis of information made available to them, confirm
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at 31st March 2007 and of the profit of the company for the
year ended on that date;
c) Proper care has been taken for maintenance of adequate accounting
records for safeguarding the assets of the Company and detecting fraud
and other irregularities;
d) The accounts are prepared on a going concern basis.
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 58Aof the Companies Act,
1956 and Rules made thereunder.
Your Company continues to focus on improving employee skills and
productivity through appropriate Human Resources Development
The Board of Directors wishes to place on record their sincere
appreciation to all the employees of the Company for their dedication,
commitment and loyalty to the Company.
None of the employees received remuneration during the year in excess
of limits set out under Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
in the prescribed format as an annexure to this Report.
The shares of your Company continued to be listed at National Stock
Exchange, Bombay Stock Exchange and Madras Stock Exchanges. Listing fee
has already been paid for the financial year 2007-08. Further, Annual
Custody Fee has also been paid to NSDL and CDSL.
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Banks, Promoter
Companies, Shareholders, suppliers, customers, employees and other
business associates, for the strong support.
For and on behalf of the Board of Directors
Place : Chennai K.K Nohria
Date : 29th June, 2007 Chairman