|The Directors have pleasure in presenting their Twenty Sixth Annual
Report together with the audited statement of accounts of the Company
for the financial year ended on 31st March, 2012.
(Rs. in lacs)
For the For the For the For the
year ended year ended year ended year ended
31.03.2012 31.03.2011 31.03.2012 31.03.2011
Sales & Other Income 42,076.87 30,406.40 65,550.58 36,889.29
Profit before interest
and depreciation 4,052.94 3,733.79 5,048.65 3,965.70
Interest (Net) 2,826.99 2,347.61 2,829.73 2,348.20
depreciation 1,225.95 1,386.18 2,218.92 1,617.50
Depreciation 364.25 378.02 364.25 378.02
before Tax 861.70 1,008.16 1,854.67 1,239.48
Provision for taxation 168.83 260.98 168.83 260.98
Adjustment of provision
for earlier years 0.51 (1.57) 0.51 (1.57)
Tax adjustment for the
earlier years 162.81 (6.90) 162.81 (6.90)
Profit after tax 529.55 755.65 1,522.52 986.97
During the financial year under review, the total revenue for the
financial year ended 31st March, 2012 was Rs. 42,076.87 lacs as
against Rs. 30,406.40 lacs during the previous financial year ended
31st March, 2011 showing an increase of 38%. Similarly, profit after
tax for the same periods were Rs 529.55 lacs and Rs.755.65 lacs
respectively showing a decrease of 29.92%. This is because of increase
in cost of overheads, interest and tax adjustment.
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 financial year 2011-12
was Rs. 65,550.58 lacs as against Rs 36,889.29 Lacs during the
financial year 2010-11 showing an increase of 77.70% and the profit
after tax for the same periods were Rs. 1,522.52 Lacs and Rs.986.97
lacs respectively showing an increase of 54.26%.
Your Company has followed up its plans to launch Diesel Pump Set and
Power Tiller, and firmed up the launches during the current financial
year and your management expects that these launches will boost your
company's strength in agrisector. Efforts are under way to
rationalise the input costs in order to improve profitability.
Birla Power has expanded its business horizon. Keeping in view the
rapidly growing energy requirements of the country, your Company has
forayed into Solar Power through its Subsidiary / Joint Venture
Companies, details whereof are given elsewhere in the Report.
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 2011-12.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the current year, the Company has transferred Dividend (for the
Year 2003-2004) amounting Rs.1,83,410/- 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.
Pursuant to Article 150 of the Articles of Association of your Company
and Section 256 of the Companies Act, 1956 Mr. Upkar Singh Kohli
retires by rotation at the ensuing Annual General Meeting and is
eligible for re- appointment.
Your Directors recommend the reappointment of Mr. Upkar Singh Kohli.
Your Company has three subsidiaries as follows. .
(a) Birla Urja Limited
The Company has registered a 50 MW PV Solar Project with Government of
Gujarat during Vibrant Gujarat Summit 2011 and the management expects
allotment of minimum 20 MW. Necessary steps will be taken after
allotment to set up the project.
The Company is exploring the possibility of setting up a Solar Project
in Gujarat or Kutch or Surendranagar region which has high solar
The Company is also actively following up 50 MW Solar Thermal Project
in Rajasthan and 10 MW PV Solar Project in Bihar.
(b) Birla Power Solutions Limited FZE
The Company has made good progress during the financial year 2011-2012.
During this period, the Company has achieved a turnover of AED
18,02,62,731 (equivalent to Rs. 2,34,73,71,228) and made a net profit
of AED 72,22,650 ( equivalent to Rs.10,03,56,431).
(c) Vijay Puranjay Minerals Pvt. Ltd.
During the year under review, your Company has made a strategic
investment in Vijay Puranjay Minerals Pvt. Ltd. by acquiring its entire
paid up equity capital making it 100% subsidiary of your Company. The
subsidiary holds a mining license to exploit high grade silica in
Andhra Pradesh covering an area of 123 hectares. Silica is a valuable
raw material for manufacturing Float Glass and Polysilicon. Polysilicon
is the raw material for producing Solar Photovoltaic Wafers & Cells for
which an integrated Solar Project is being set up by an associate
Company viz. Birla Surya Limited. The investment is expected to give
attractive returns in the years to come.
JOINT VENTURE COMPANY
BIRLA TERRAJOULE PVT LTD
During the year your Company has formed a 50:50 Joint Venture Company
with Terrajoule Corporation, USA, by the name Birla Terrajoule Pvt.
Ltd. Terrajoule Corporation are pioneers in developing 24X7 solar power
plants based on Solar Thermal Concept. This technology will not only
electrify those areas where there is no power connectivity but will
also make available solar power during the night time. This Joint
Venture Company will design manufacture and assemble such solar power
plants upto 300KW which shall be ideally suited for remote villages,
islands, agriculture, industries, etc.
This technology has received tremendous response from various
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
In terms of General Circular No. 2/2011 dated February 8,2011, of the
Ministryof 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, 2012
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.
The total fixed deposits amount outstanding as on 31st March, 2012 is
Rs. 5,792.01 lacs. There are no defaults in repayment of matured
deposits and payment of interest. There are no unpaid deposits other
than those unclaimed.
M/s Thakur, Vaidynath & Aiyar 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.
EXPLANATION TO AUDITOR'S REPORT AS REQUIRED UNDER SECTION 217(3) OF
COMPANIES ACT, 1956.
Clause No. in Auditor's Directors' Reply
Annexure to Qualification
6 We have to state The Company could
that the company not deposit Rs. 9.31
has invested Rs. lacs in liquid assets
283.55 lacs out as it was facing
of the amount of severe financial
Rs. 292.86 lacs, crunch,
in liquid assets. As far as issuing
Further there Fixed Deposit
has been delay Receipts to the
of some days in extent of Rs. 105.98
obtaining the said lacs, during January
assets. There and February 2012,
has also been the small delay
a small delay in was due to change
issue in Fixed of the Registrar to
Deposit Receipts the Fixed Deposit
to the extend of Schemes.
Rs. 105.98 lacs However, the
during January company has not
and February defaulted in payment
2012 consequent of any deposit
to the change in or interest. The
the Registrar of Company will deposit
the company. the shortfall amount
in liquid assets as soon
as the financial
9 (a) The extent of the The Company could
arrears of Income not pay the Dividend
Tax and Sales tax Distribution Tax of
dues outstanding Rs. 261.54 lacs and
as at March 31, the arrears of Sales
2012, for a period Tax due of Rs. 23.64
of more than six lacs due to severe
months from the financial crunch,
date they became The Company will
payable are: pay these dues as
soon as the financial
Distribution Tax position improves,
of Rs. 261.54 lacs.
2) Sales Tax of
Rs. 23.64 lacs.
The Company enjoyed harmonious relations with workmen and employees
through out the period under review.
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
FOREIGN EXCHANGE EARNINGS AND OUTGO
(1) Activities Relating to Export
The Company is pursuing various possibilities to export its products to
African Countries, and Middleeast. However the company is facing stiff
competition from cheap products of China. However the company is trying
to penetrate these markets with some innovative products.
(2) Initiatives taken to increase exports
The company is exploring the possibility of selling its products
through its subsidiary company situated in Dubai.
(3) Development of New Export Markets for Products and Services
The company is developing new markets in Africa and Middle East.
(4) Export Plans
The company will continue its efforts to export its products wherever
Foreign exchange Earning and Outgo:
Particulars 2011-2012 2010-2011
(Rs. in Lacs) (Rs. in Lacs)
Total Foreign exchange NIL 7.09
Total Foreign Exchange 61.23 92.76
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
- that in preparation of the annual accounts for the period ended on
31st March, 2012 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, 2012 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 Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
- that the directors had prepared the annual accounts for the period
ended on 31st March, 2012 on a going concern basis.
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
Place: Mumbai Yashovardhan Birla
Date: 14th August, 2012 Chairman