| Dear Members,
The Directors have pleasure in presenting their Twenty Seventh Annual
Report together with the audited statement of accounts of the Company
for the financial year ended on 31st March, 2013.
INANCIAL RESULTS
(Rs. in lacs)
Standalone Consolidated
For the For the For the For the
year ended year ended year ended year ended
31.03.2013 31.03.2012 31.03.2013 31.03.2012
Sales & Other
Income 39461.75 41961.81 70438.45 65,550.58
Profit before
interest and
depreciation 5125.09 5254.16 5084.58 5,048.65
Interest (Net) 2957.80 2,826.99 3658.37 2,829.73
Profit before
depreciation 2167.29 2427.17 1426.23 2,218.92
Depreciation 353.65 364.25 353.65 364.25
Profit after
depreciation
but before Tax 988.31 861.19 1428.47 1,854.67
Provision for taxation 45.18 168.83 45.18 168.83
Adjustment of
provision for
earlier years 0.51 0.51
Tax adjustment
for the earlier
years 501.43 162.81 501.43 162.81
Profit after tax 441.70 529.55 881.80 1,522.52
STANDALONE RESULTS
During the financial year under review, the total revenue for the
financial year ended 31st March, 2013 was Rs. 39461.75 lacs as against
Rs. 41961.81 lacs during the previous financial year ended 31st March,
2012 showing a decrease of 6.34 %. Similarly, profit after tax for the
same periods were Rs 441.70 lacs and Rs.529.55 lacs respectively
showing a decrease of 20%. This is because of increase in cost of
overheads,interest and tax adjustment of earlier years.
CONSOLIDATED RESULTS
The consolidated Financial statements comprising the accounts, of your
Company and its subsidiaries are appended in the Annual report. On a
consolidated basis, the total turnover for the year financial year
2012-13 was Rs. 70438.45 lacs as against Rs 65550.58 Lacs during the
financial year 2011-12 showing an increase of 7% and the profit after
tax for the same periods were Rs. 881.80 Lacs and Rs. 1522.52 lacs
respectively showing a decrease of 72.66%.
FUTURE OUTLOOK
The Company has been dealing in portable power & power backup products
and now has been to diversify its activities, by introducing power
portable products in four different segments viz., Power & Power back
up, Construction Industry, Agricultural Industry and Marine Industry.
The Company also plans to introduce fuel efficient diesel operated
products to the markets.
DIVIDEND
Keeping in view the tight liquidity position in the market and in order
to conserve funds for working capital needs, your directors do not
recommend any dividend for the Financial Year 2012-13.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the current year, the Company has transferred Dividend (for the
Year 2004-2005) amounting Rs.2,48,788/- to Investor Education and
Protection Fund (IEPF), which was due and payable and remained
unclaimed and unpaid for a period of seven years, as provided in
Section 205C(2), of the Companies Act, 1956.
DIRECTORS
During the period under review, Mr. Manish Malani was appointed as an
Additional Director by the Board of Directors of the Company on
07.11.2012, Mr. RamPrakash Mishra was appointed as an Additional
Director by the Board of Directors of the Company on 14.08.2013 and Mr.
Jignesh Mehta was appointed as an Additional Director by the Board of
Directors of the Company on 14.08.2013. Their office expires at the
ensuing Annual General Meeting. Pursuant to Section 257 of the
Companies Act, 1956, a member has proposed his candidature for
appoinment as a Director. Your Directors recommend their reappoinment.
Mr. Mahinder Singh Arora resigned from the Board w.e.f. 27.09.2012, Mr.
Y.P. Trivedi resigned from the Board w.e.f. 18.10.2012, Mr.
Yashovardhan Birla resigned from the Board w.e.f. 27.12.2012, Mr.
Upkar Singh Kohli resigned from the Board w.e.f. 06.05.2013, Mr.
Rajesh Shah resigned from the Board w.e.f. 08.07.2013, Mr. P.V.R.
Murthy resigned from the Board w.e.f. 14.08.2013. The Board placed on
record its appreciation of the valuable services rendered by them.
SUBSIDIARY COMPANIES
During the year under review, the Company has disinvested shares of its
subsidiary viz., Vijay Puranjay Minerals Private Limited and
accordingly, the relation between Holding Company and Subsidiary has
ceased. At present, the Company has two subsidiaries viz., Birla Urja
Limited and Birla Power Solutions Limited FZE.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
In terms of General Circular No. 2/2011 dated February 8, 2011, of the
Ministry of Corporate Affairs, Government of India, the Company has
availed the exemption from compliance with Section 212 of the Companies
Act, 1956. Accordingly, the consolidated financial statements of the
Company and its subsidiaries for the year ended 31st March, 2013
together with reports of Auditor thereon and the statement pursuant to
Section 212 of the Companies Act, 1956 form part of the Annual Report.
Information required to be provided in respect of subsidiary companies
has been disclosed separately in the Annual Report. The Financial
Statements of the Subsidiary Companies are available for inspection by
the shareholders at the Registered Office of the Company.
REPORT ON CORPORATE GOVERNANCE
Your Company is following corporate governance norms of highest
standards. As required under clause 49 of the listing agreement, a
report on corporate governance forms part of this annual report.
FIXED DEPOSITS
In view of severe liquidity faced by the Company, the overdue fixed
deposits & Interest thereon as on 31st March, 2013 was Rs. 5992.28
Lacs. Directors are endeavour to repay overdue deposits and interest
thereon durig the year under review.
AUDITORS
M/s Thakur Vaidynath Aiyar & Co. Chartered Accountants, Statutory
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting. They have expressed their willingness
to be reappointed for a further term. And they confirmed that their
appointment, if approved by the shareholders, will be in conformity
with the provisions of Section 224 (1B) of the Companies Act, 1956.
INDUSTRIAL RELATIONS
The Company enjoyed harmonious relations with workmen and employees
through out the period under review. Agreeement has been signed by the
Company and Labour Union on 1st January, 2013 for the period of five
years valid till 31st December, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars of energy conservation as prescribed have not been
provided, as the Company's industry is not specified in the schedule.
The Details regarding Technology Absorption as per Form 'B' are
enclosed.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended regarding employees is given in the
annexure to the Directors Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
- that in preparation of the annual accounts for the period ended on
31st March, 2013 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
- that the directors had 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 period ended on 31st March,
2013 and of the profit of the Company for that period;
- that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- that the directors had prepared the annual accounts for the period
ended on 31st March, 2013 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the continuing co- operation
and assistance rendered by the Central Government, State Government,
Financial Institutions, Banks, suppliers and other organisations in the
working of the Company.
The Directors also wish to place on record their deep sense of
appreciation for dedicated services rendered by officers, staff and
workmen of the Company.
The Board takes this opportunity to express its gratitude for the
continuous support received from shareholders.
For and on behalf of the Board Of Directors
Manish Malani Ramprakash Mishra
Director Director
Place: Mumbai
Date: 14th August, 2013
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