| Dear members,
The Directors have pleasure in presenting the Annual Report and
Audited Accounts of the Company for the eighteen months ended 31st
March, 2014.
Your Company has achieved a net standalone turnover of Rs. 1198.66
crores during the period as against Rs. 905.96 crores in the previous
year with Profit before Tax at Rs.3.99 crores excluding exceptional
item and Profit after Tax at Rs. 3.97 crores. The loss of Rs. 0.02
crores is related to exceptional item on account of sale of shares of
Chamundi Plasto Sacks Private Limited as the Company was not able to
get the leverage of the consolidation.
Sl.No. Particulars For the Period For the year
ended ended
31-Mar-14 30-Sep-12
i) Revenue from operations 119,866.37 90,595.66
ii) Other Income 947.64 951.39
iii) Total Revenue 120,814.01 91,547.05
iv) Profit before Interest,
Depreciation and Taxation
(EBIDTA) 7,661.37 7,378.97
v) Interest 4,793.80 4,055.09
vi) Depreciation 2,468.47 1,805.52
vii) Profit before Taxation and
Exceptional Item 399.10 1,518.36
viii) Exceptional Items 1.61 6,697.28
ix) Profit before Taxation (PBT) 397.49 -5,178.92
x) Tax including Deferred Tax 0 719.57
xi) Profit After Taxation (PAT) 397.49 -5,898.49
xii) Profit brought forward from
previous year -3,818.35 2,080.14
xiii) Amount available for Appropriation -3,420.86 -3,818.35
xiv) Appropriations
Transfer to General Reserve - -
Proposed Dividend - -
Corporate Dividend Tax - -
xv) Balance carried to Balance Sheet -3,420.86 -3,818.35
Some Key Performance ratios on standalone basis are furnished below
Description For the For the
period year Last 10
UOM ended ended Years
31-Mar-14 30-Sep-12 Average
EBITDA/Revenue From Operations % 6.39 8.27 7.49
Profit Before Tax & Exceptional
Item/Revenue From Operations % 0.33 1.68 3.35
Profit After Tax/Revenue From
Operations % 0.33 -6.51 1.22
Return On Capital Employed % 4.85 -1.78 1.83
Earnings Per Share At A Face
Value Of Rs. 5/- Per Share Rs. 0.51 -7.61 2.27
STANDALONE PERFORMANCE
Your Company has achieved a net turnover of Rs. 1198.66 crores for the
eighteen month period compared to Rs. 905.96 crores for the year ended
30th Sep'2012. Profit before Interest, Depreciation, Taxes and
exceptional item stood at Rs. 76.61 crores as against the previous year
figure of Rs. 73.79 crores. The Profit after exceptional item but
before Tax is Rs. 3.97 crores as against the previous year loss of Rs.
51.79 crores. Profit after Tax is Rs. 3.97 crores as against the
previous year loss of Rs. 58.98 crores. During the period under review
the operational profit increased due to softening Natural Rubber prices
and ideal product mix. Production of Tyres and Tubes, during the
period under review stood at 41722.43 MT as against 35440 MT in the
previous year. The Company continued to partner with Original
Equipment Manufacturers and has kept pace by developing Tyres for newer
models. Production in MT is slightly down due to change in product mix,
increase in value added products like Tubeless Tyres, PCR Tyres, etc.
Your Company continued to maintain its leadership position in Export
market segment in the Current year. The pressure in replacement market
demand is due to sluggish market conditions and cut-throat competition.
EXPANSION
Your Directors are happy to inform you that the expansion of the
Company at Mysore has been completed and the production from the
expansion plant has started in second Quarter of 2012 and the process
of ramp up of production capacities are taken up by your Company.
CUSTOMERS FIRST
Your Company adopted policy of "Customers First" and we continued to be
associated with major Automobile Companies (OEM's) and enjoying the
privileged position with all the OEM's. The most conservative OEM's
also recognizes our Quality and Services and we are potential supplier
for them.
SUBSIDIARY
During the previous year, the Company has disposed off the entire share
holding of Chamundi Plasto Sacks Private Limited (CPSPL). Hence, CPSPL
no longer remain subsidiary of your Company. Falcon Tyres Rubber Pvt.
Ltd. has become subsidiary of the Company w.e.f. 23.01.2013. The
Financial position and performance of the subsidiary during the year as
follow:
Particulars For the year ended 31/03/2014
Falcon Tyres Rubber Private Limited
Capital 1.00
Reserves (0.21)
Total Assets 325.79
Total Liabilities 325.79
Investments Nil
Turnover Nil
EBIDTA (0.02)
EBDT (0.02)
Profit Before Taxation (0.02)
Provision for taxation
including Deferred Tax Nil
Profit after Taxation (0.02)
Proposed Dividend including
corporate div tax Nil
Pursuant to Accounting Standard -21 (AS -21) prescribed by the
Institute of Chartered Accountants of India / Companies (Accounting
Standards) Rule 2006, the accounts of the subsidiary company are
consolidated with the accounts of the Company and Consolidated Accounts
forms part of this report
As per general circulation No. 2/2011 and Notification No.
51/12/2007-CL-III dated 08/02/2011, the account of the subsidiary
Company has not been attached to the accounts of your Company
The copy of the Annual Report of the Subsidiary Company will be made
available to shareholders on request and will also be kept for
inspection by any shareholder at the registered office of your company
and it's subsidiary company.
APPROPRIATIONS
DIVIDEND
To conserve the resources for future expansion needs, your Directors do
not propose any dividend for the year under review.
QUALITY MANAGEMENT SYSTEM
Your Company continued to be accredited with certifications by MIs TUV,
5UDD, South Asia Pvt. Ltd., with respect to the following':
* IS0 9001:2008 & ISO I T516949: 2009 for Quality Management System,
valid till May, 2016,
* ISO 14001:2004 & OHSAS 18001:2007 for Environment, Occupational
Health & Safety Assessment Series Management Systems and are valid till
September 2014 and September 2015 respectively.
* Your Company has started the process of TPM and the implementation of
the same is under progress.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Pawan Kumar Ruia & Mr. Ashok
Kumar Agarwal, the Directors of the Company will retire by rotation on
the conclusion of this meeting and being eligible & offer themselves
for re-appointment.
Mr. S.Badrinarayan, Mr. Ashok Gupta, Kamal Jiwrajka and Mr. Sunil
Bhansali have resigned w.e.f. 19-Feb-2014, 23-Dec-2013, 13-Nov-2013 and
16-Nov-2012 respectively as Director. The Board place on record it's
appreciation for the contribution made by them during their tenure.
Mr. A.K.Jain, Mr. K.N.Prithviraj & Mr. Prakash P. Mallya who were
appointed as Independent Directors on the board have resigned w.e.f.
14-May-2014, 31-Mar-2014 and 31-Mar-2014 respectively. The Board place
on record it's appreciation for the contribution made by them during
their tenure.
Mr. Dipak Das, Mrs. Baishali Roy and Mr. Rupendra Nath Kumar have been
appointed as Independent Director w.e.f. 14-05-2014. None of the
Director is disqualified under section 274(1)(g)
AUDITORS
M/s. K.N. Gutgutia & Co., Chartered Accountants, auditors of the
Company, resigned as auditors of the company during the year. M/s Gora
& Company, Chartered Accountants, Registration No. 327183E has been
appointed as auditors of the company in the Extraordinary General
meeting of the company held on 16th August, 2014. They confirmed that
the said appointment would be in conformity with the provisions of
Section 139 of the Companies Act, 2013 and rules framed there under.
COST AUDIT
Complying with the Provision of Section 233(B) of the Companies Act,
1956, the Board of Directors have appointed Mr. T.L. Sangameswaran,
Cost Accountant, Mysore, to carry out Audit of the Cost Accounts of the
Company relating to the manufacture of Tyres & Tubes for the period
ended 31st March, 2014 in compliance with the Central Government Order
in this regard and the cost audit report will be submitted to the
Ministry of Corporate Affairs, Government of India.
FIXED DEPOSITS
During the year under review, your Company has neither invited nor
accepted any deposits from the public.
PARTICULARS OF EMPLOYMENT
As required under the provisions of Sec. 217(2A) of the Companies Act,
1956, read with the Rules framed there-under, a statement of
particulars of the employees has been annexed to this report and
included as Annexure-I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Information pursuant to Sec. 217(1)(e) of the
Companies Act, 1956, read with Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988, is furnished in
Annexure-II.
INDUSTRIAL RELATIONS
The Company maintained harmonious and cordial Industrial Relations
during the period under review. A regular system of holding bi-parte
discussion with the recognized Union regarding the issue of common
interest of all employees was adopted.
SAFETY
Your Company has a well-defined Safety Management System. Continuous
endeavour is made to create safety awareness among the employees. As
part of this, forums like Works Committee, Plant Safety Committee are
functioning for taking up necessary preventive and corrective actions
wherever required and to create awareness among the employees on Safety
and Health. Your Company has also appointed a team consisting of Senior
Executive & Employees of the Company to monitor the safety aspect of
the plant and all employees were advised to participate actively on the
safety related issues. Safety Day has been observed in the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is pro-active to its Corporate Social Responsibility. The
following are few of the activities organized by your Company during
the period under review:
i) Ganesh Festival: Like every year this year also the Company has
joined hands with the employees to celebrate the Ganesh Festival, which
is one of the biggest festival in Karnataka and observed rituals and
festivity with equal fervor.
ii) May Day Celebration: 1st May of the year is being observed as
workers day. Your Company also joins hands with Employees and their
family in observing the day where the Company sponsored various sports
and cultural activities. Winner of the sports event were rewarded with
the prizes and sweets distributed.
iii) Green Revolution: The Company has developed a green belt in and
around the Company premises for better environment. During the year
the Company has planted more than 1000 plants.
iv) Training to School, College Students: Your Company is regularly
providing training to engineering students and management trainees of
various institutes and colleges.
v) Sports Prize Sponsorship: During the year the Company has sponsored
prizes of sports in local community.
vi) Merit Award: The Meritorious and excellence In sports cash award to
the children of the Employees has been distributed during the period.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sec. 217 (2AA) of the Companies Act,
1956, with respect to Director's Responsibility Statement, it is hereby
confirmed:
i) That in the preparation of the accounts for the period ended 31st
March, 2014 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and of the profit or
loss of the Company for the period ended on the date;
iii) That 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
irregularities;
iv) That the Directors have prepared the accounts for the period ended
31st March, 2014 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis is given separately and forms
part of this Annual Report
CORPORATE GOVERNANCE
The report of Board of Directors of the Company on Corporate Governance
is given as a separate section titled "Corporate Governance Report"
which forms part of this Annual Report.
Certificate of the Statutory Auditors of the Company regarding
compliance with the Corporate Governance requirement as stipulated in
clause 49 of the Listing Agreement with the stock exchange is annexed
with the Corporate Governance Report.
APPRECIATION & ACKNOWLEDGMENT
Your Directors acknowledge the continued support and co-operation from
the Financial Institutions, Banks, Customers, Vendors, Dealers and
Government Authorities during the period under review.
Further your Directors thank the Shareholders for their continued
confidence reposed on the Management / Board of the Company. The Board
also places on record its appreciation for the devoted and dedicated
contribution made by the employees at all levels in achieving these
results.
On behalf of the Board of Directors
Place: Kolkata Ashok Kr. Agarwal Dipak Das
Date: 29-Aug-2014 Director Director |