DIRECTORS' REPORT To The Members The Directors present hereunder the 45th Annual Report on the Business and operations of the Company along with the Audited Statement of Accounts of the Company for the year ended 31st March, 201 DIVIDEND Considering the financial performance of the Company for the financial year ended March 31, 2011, your Directors regret their inability to recommend dividend on the equity shares. PERFORMANCE REVIEW The income of the Company for the financial year 2010-11 stood at Rs. 211.10 Lacs as against last year's Rs. 545.93 Lacs. The Loss before tax is Rs. 34.81 Lacs as against Loss before tax of Rs. 1,609.41 Lacs of corresponding previous year ended 2009-10. The Loss after tax stood at Rs. 36.37 Lacs as against Loss after tax of Rs. 1,727.64 Lacs of corresponding previous year ended 2009-10. FUTURE PROSPECTS / OUTLOOK OF THE COMPANY The Board of Directors of the Company in their meeting held on April 29, 2011 approved the Scheme of Amalgamation of the Company and Birla AccuCast Limited with Birla Precision Technologies Limited (the Transferee Company) subject to the approval of shareholders of the Company and other regulatory authorities. Birla AccuCast Limited is engaged in the business of foundry, produces shell moulded ferrous castings, straddling the entire spectrum of nodular, vermicular and Grey Cast Iron, for automotive, hydraulic and engineering industries. Birla Precision Technologies Limited is engaged in the business of Machining of Precision Components, manufacturing of high speed steel cutting tools, precision AT3 Class tool holders, HSK tooling, Expanding Mandrels and Sleeves besides advanced products like hydro grip and shrink fit CNC toolings. It is proposed to realign businesses of the Company along with the business of above two Companies from a perspective of fund-raising, future growth and increase in intrinsic value of shareholders of the merged/consolidated Company. Therefore, with a view to facilitate the aforesaid decision, it is proposed to amalgamate Birla AccuCast Limited, Birla Machining & Toolings Limited with Birla Precision Technologies Limited. The Company has received "No Objection" to the proposed Scheme from Bombay Stock Exchange Limited. The appointed date of the Scheme of Amalgamation is 1st April, 2010 subject to approval of the High Court of Judicature at Bombay. DIRECTORS Smt Avanti Birla and Shri Shailesh Sheth, Non-Executive Directors of the Company retires by rotation and being eligible, offers themselves for re-appointment. Brief resume of directors proposed to be re-appointed/appointed including their other directorships are given in the Report on Corporate Governance forming part of the Annual Report. INSURANCE All properties and insurable interests of the Company have been adequately insured. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO During the year under review, the Company had taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation. Information as per Section 2l7(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure 'A. PUBLIC DEPOSITS Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date. EMPLOYEES During the year under review, there was no employee covered under the provision of Section 2l7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Notification GSR 289(E) dated 31.03.2011, General Circular No. 23 dated 03.05.2011. DIRECTORS' RESPONSIBILITY STATEMENT The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to Section 2l7(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that: I) In the preparation of the annual accounts, the applicable accounting standards had been followed; II) Appropriate accounting policies have been selected and applied 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 year and of the profit or loss of the Company for that period; III) Proper and sufficient care for 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 have been taken to the best of their knowledge and ability; IV) The annual accounts have been prepared on a "going concern basis". AUDITORS M/s. CHATURVEDI & SHAH, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors recommend their reappointment by the Members at the forthcoming Annual General Meeting. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary's certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. HUMAN RESOURCE & INDUSTRIAL RELATIONS Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all employees in maintaining cordial relations. ACKNOWLEDGEMENT Y^ur Directors take this opportunity to thank all investors, clients, vendors, banks, Regulatory and Government authorities and stock exchange for their continued support. The Directors also wish to place on record their appreciation of the contribution made by business partners/associates at all levels. For and on behalf of Board of Directors Rajesh shah Director Tushar Dey Director Place: Mumbai Date: August 8, 2011 |