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મોડર્ન ઇંસુલેટર્સ ડિરેક્ટર્સ રિપોર્ટ, મોડર્ન ઇંસુલેટર્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

મોડર્ન ઇંસુલેટર્સ

બીએસઈ: 515008  |  ઍનઍસઈ : MODINSULAT  |  ISIN:  |  Electric Equipment

શોધો મોડર્ન ઇંસુલેટર્સ કનેક્શન � Mar 13
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '14
The Members,
 
 The Directors have pleasure in presenting Annual Report and audited
 accounts for the year ended on 31st March, 2014.
 
 1, FINANCIAL RESULTS
 
                                                    (Rs. in crores)
 
                                        Year ended     Year ended
                                        31.03,2014     31.03.2013
 
 Profit before exceptional items and 
 tax                                       26.12          20.76
 
 Less: Exceptional items                   10.40            -
 
 Profit before tax                         15.72          20.76
 
 Less: Tax expense (Deferred Tax)           1.65          (0.38)
 
 Profit for the year after tax             14.07          21.14
 
 2. OPERATIONS
 
 The overall performance of the Company has been satisfactory inspite of
 challenging business environment. The net turnover for the year has
 been Rs. 459.33 crores as against Rs. 391.62 crores in previous year and
 net profit before exceptional items and tax Rs. 26.12 crores for the year
 as against Rs. 20.76 crores in previous year showing growth of 17% and
 26% respectively.
 
 Keeping in view the need to conserve the Company''s resources for
 meeting the enhanced working capital requirement and balancing the
 manufacturing equipments, your directors deemed it prudent not to
 recommend any dividend for the year.
 
 INSULATORS DIVISION
 
 The division has achieved a net turnover of Rs. 273.91 crores during the
 year and profit before interest & depreciation of Rs. 37.75 crores as
 against Rs. 242,66 crores and Rs. 36.11 crores respectively of previous
 year. Performance of this division could be sustained due to benefit of
 safeguard duty imposed last year which was effective till 31st Dec.
 2013. Company''s vision to broaden the scope, of manufacturing of all
 kinds of extra high voltage insulators for electrical equipments has
 borne the fruits witnessed by the performance of the company during the
 year under review.  YARN DIVISION
 
 This division has achieved a net turnover of Rs. 185.42 crores and profit
 before interest & depreciation ofRs. 8.20 crores as against Rs. 148.96
 crores and Rs. 5.39 crores respectively of previous year mainly due to
 pick up in demand.
 
 3. EXPERTS
 
 The company is one of the major exporter of H.T. Porcelain Insulators
 from India. The Company''s sustained efforts in exporting its products
 as well as favourable exchange rates resulted in achieving higher
 export turnover of Rs. 79 crores during the year under review as compared
 to Rs. 76 crores in previous year inspite of stiff competition with the
 globally giant players (particularly Chinese) in Insulator Industry and
 deferment of delivery schedule by the overseas customers. The company
 possesses ability to cater to diverse needs of global customers and
 further concentrating to strengthen its presence in all comers of
 global market. This would help company in getting optimum utilization
 of its productive resources. Your company is a regular supplier to all
 the major multinational OEMs for their world wide requirements of
 quality porcelain insulators. The company is also focusing to save cost
 effectively with R&D activities and better process control so that
 products of the insulator division remain competitive in terms of
 quality and price in the international market.
 
 4. FUTURE PROSPECTS
 
 Your Company continuous to be a leader in the manufacture of High
 Voltage Insulators in the Country. Despite stiff competition from other
 countries, international buyers show interest to your company''s product
 for its quality & timely delivery and hence your directors are
 confident of achieving better working results in the coming years. Your
 Company is having well equipped R&D laboratory recognized by Govt, of
 India, Ministry of Science & Technology which takes care of the
 stringent quality requirements of customers and ensure quality and
 reliability in each and every product manufactured. In-house R&D
 activities have a thrust on development to replace expensive input raw
 material & to further bring consistency in quality of the products
 under manufacture. The future of insulator industry looks promising due
 to major thrust on power sector reforms and speedier implementation of
 new power projects. The Government of India has given emphasis on
 upgrading transmission system in the country along with plans for
 construction of new power transmission girds. PGCIL is looking to
 connect the Northern & Southern grid shortly. Also industry is pursuing
 the govt, for imposition of Anti dumping duty against cheaper Chinese
 imports as safeguard duty was effective till 31st December 2013. In
 view of this & looking to the present scenario in power sector, the
 business prospects for Insulator Industry in general and for your
 Company in particular are encouraging.
 
 In order to diversify its business, your company is expanding capacity
 of foundry which at present is partly fulfilling company''s captive
 requirement of SGI and Aluminium Castings. Company is targeting variety
 of markets including auto components. This will further boost revenue
 of the company.
 
 5. AMALGAMATION OF MODERN TERRY TOWELS LIMITED WITH THE COMPANY
 
 As desired by the Hon''ble BIFR, Modern Terry Towels Limited has filed
 revised DRS with them for its amalgamation with your company by taking
 deemed date of amalgamation as 01.01.2008 (as envisaged in original
 scheme).  The same is under consideration for circulation and
 thereafter for sanction by Hon''ble BIFR.
 
 6. DEMERGER OF YARN DIVISION OF THE COMPANY
 
 As reported earlier, a scheme of Demerger under section 391 to 394 of
 the Companies Act, 1956 has been filed before the Hon''ble High Court of
 Rajasthan at Jaipur to demerge the Yam Division of the Company which is
 under consideration for approval of Hon''ble High Court. The demerger
 would result in benefit to the shareholders, creditors, employees and
 general public. .
 
 7. SUBSIDIARY COMPANY
 
 The statement under Section 212 of the Companies Act, 1956 in respect
 of Motile Power Trade Pvt. Ltd., subsidiary of the Company along with
 audited accounts is attached.
 
 8. DIRECTORS
 
 Shri Sachin Ranka has been appointed as Chairman & Managing Director of
 the Company with effect from 01.04.2014 for a period of three years by
 the Board of Directors of the Company. Shri D.B. Deshpande, Director is
 liable to retire by rotation at the ensuing Annual General Meeting and
 being eligible, offers himself for re-appointment.
 
 In compliance with the provision of Section 149 and other applicable
 provisions of the Companies Act, 2013, Shri R. Raniwala and Shri S.B.L.
 Jain, Directors of the Company are proposed to be appointed as
 Independent Directors of the Company for five consecutive years for a
 tenn upto March 31, 2019. Appropriate resolutions for the
 appointment/re-appointment of the aforesaid Directors are being moved
 at the ensuing Annual General Meeting, which the Board recommends for
 your approval.
 
 9. AUDITORS
 
 M/s B.L. Verma & Co., Chartered Accountants (Formerly known as S.S.
 Kothari & Co., Chartered Accountants), statutory auditors of the
 Company retires at the forthcoming Annual General Meeting. Your
 Directors recommend their re-appointment to audit the accounts of the
 Company. As required under the provision of the Section 139 of the
 Companies Act, 2013 the company has obtauied written confirmation from
 M/s B.L. Verma & Co., Chartered Accountants, that their re-appointment,
 if made, would be in conformity with the limits specified in the said
 section. The observations made by the Auditors are self explanatory and
 have been dealt with in the notes forming part of the financial
 statements and hence need no further clarifications.
 
 10. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES
 
 Your Directors sincerely appreciate the workers, staff and officers for
 putting in their best efforts. The Company has enjoyed healthy and
 cordial industrial relations throughout the year under review.
 
 There is no employee getting remuneration as prescribed under Section
 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
 Employees) Rules, 1975 as amended.
 
 11. DIRECTORS1 RESPONSIBILITY STATEMENT
 
 Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
 1956, the Board of Directors of the Company hereby state and confirm
 that:-
 
 i) in the preparation of the Annual Accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii) the Directors have 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 year and of the profit or
 loss of the Company for the year under review;
 
 iii) 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 and;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 12. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO The statement of particulars
 relating to energy conservation, technology absorption and foreign
 exchange earnings and outgo as required in accordance with Section 217
 (1) (e) of the Companies Act, 1956 read with Rule 2 (A), 2 (B) and 2
 (C) of the Companies (Disclosures of particulars in the report of Board
 of Directors) Rules, 1988 is annexed hereto and forms part of this
 report.
 
 13. CQNSTITUTION OF AUDIT COMMIITTEE
 
 The Board of Directors has constituted the Audit Committee of Directors
 to exercise powers and discharge functions as stipulated in section 177
 of the Companies Act, 2013. The present Audit Committee consists of
 member directors as follows:- Shri R. Raniwala (Independent Director) -
 Chairman Shri S.B.L. Jain (Independent Director)
 
 Shri H.L. Sharma (Executive Director)
 
 -ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their deep sense of appreciation
 for all the stake holders of the Company who has been continuously
 supporting the growth of your Company. In particular, the Directors
 value the dedication and commitment of your Company''s employees and
 thank the Financial Institutions, Banks, Government Authorities,
 customers, vendors, shareholders and Central as well as State
 Governments for their continued cooperation and support.
 
                                         ON BEHALF OF THE BOARD
 
 Place :   Jaipur                                 (SACHIN RANKA)
 
 Dated :   19th June, 2014         Chairman & Managing Director
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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