DIRECTORS' REPORT To The Shareholders, 01. Your Directors present their fifty-second Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012. 02. During the year under review, the total revenue income of the Company remained at the same level to Rs. 501.37 crores as compared to Rs. 493.44 crores in 2010-2011. However, there is a loss of Rs. 24.52 lakhs before depreciation as compared to the profit for Rs. 5297.00 lakhs in 2010-2011. The loss is mainly due to uneconomic operation of the Insulator Unit. 03. Although, the company has suffered a small cash loss, yet, in view of comfortable order position of Cable and Conductor division and steps taken to improve the working of Insulator division, your Directors recommend a payment of dividend for the year ended 31 st March, 2012 on Equity Shares @ 10% 1/- per share) amounting to Rs. 14,42,885/-, out of accumulated profits of Company, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those equity shareholders whose names appear in the Register of members as on 25.08.2012 and (ii) to those whose names appear as beneficial owners as on 25.08.2012 as furnished by the NSDL and CDSL for the purpose. Such declaration of dividend is made in compliance with the Companies (Declaration of Dividend out of Reserves) Rules, 1975. 04. Your directors are pleased to report that Conductor manufacturing facility at Amingaon, Guwahati, Distt. Kamrup (Assam) has commenced commercial production on 4th April, 2012. 05. There has been decline in the margin of the Insulator division due to very competitive market conditions caused by the substantial additional capacities resulting in a loss in the division. Steps have been taken to improve the working of the division. 06. The availability of raw material remained comfortable. The prices of aluminium, steel and XLPE compound, increased during the year in domestic as well as international market. The availability of power improved except at Mandideep Works. The Company has been able to keep the factories running with the help of captive power generating capacity. 07. During the year, the Company has successfully executed export orders worth Rs. 32.01 crores approximately as compared to Rs. 33.89 crores during 2010-2011. Efforts are being made to secure more export orders. 08. The order book position of the Cable and Conductor division is comfortable. However, this is not so far the Insulator division. Margins are under pressure due to competition coupled with rise in input costs. Efforts are being made to secure more orders by participating in a larger number of tenders. 09. Pursuant to Clause 49 of the Listing Agreement with Delhi Stock Exchange, a separate section titled 'Corporate Governance' is attached to this Annual Report. 10. Your directors would like to confirm that: (i) in preparation of the annual accounts, the applicable accounting standards have been followed. (ii) the selected accounting policies have been applied consistently and the judgments and estimates made 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 or loss of the Company for that period; (iii) proper and sufficient care has been taken 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; (iv) the annual accounts have been prepared on a going concern basis. 11. None of the employees is getting remuneration requiring disclosure under Section 217(2A) of the Companies Act, 1956 ("the Act") and Rules framed there under, hence, the same is not given. 12. S/Shri V.A. Mody and Rajesh Pati Tripathi retire by rotation and being eligible offer themselves for reappointment. 13. The Auditors M/s Singhi & Co., Chartered Accountants, New Delhi, retire and are eligible for reappointment. You are requested to consider their appointment and fix their remuneration for the current year. Notes referred to in the Auditors' report are self explanatory. For and on behalf of the Board of Directors R.P. MODY Chairman Place : New Delhi Dated : 26th May, 2012 |