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Directors Report of EL Forge Ltd.
Mar 31, 2025
1. The Directors present the 89th Annual Report along with the Audited Financial Statements of the Company for the year ended 31st March 2025 Summarised Financial Results are given below
|
Particulars |
For the Year Ended 31st March,2025 |
For the Year Ended 31st March,2024 |
|
(Rs. in Lakhs) |
||
|
Revenue from Operation - Forgings |
7612.96 |
6832.24 |
|
Other Income |
58.76 |
40.52 |
|
Profit/(Loss) before Depreciation |
413.58 |
490.55 |
|
Profit/(Loss) after Depreciation |
229.78 |
306.35 |
|
Exceptional and Extraordinary Item Income / Loss (-) |
0.00 |
6805.85 |
|
Net Profit/(Loss) after tax |
229.78 |
7112.20 |
During the year the turnover of the company increased to Rs.7612.96 Lakhs compared to Rs.6832.24 lakhs in the previous year . This is a 11.42% increase over the previous year. The orders are steady and the company plans to grow it turnover at an increased pace during the current year 2025-26.
The Directors have not recommended any dividend for the year under report.
Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the âRetained Earnings''''.
There are no borrowings from banks or financial institutions.
6. CORPORATE MATTERS 6.01 Human Resources
El Forge has always been a people driven Company and its employees remain its most valuable asset. Our employees have always extended full cooperation and support during good as well as difficult times, and have unstintingly put their best effects to deliver on all our commitments. The Human Resources practices at your Company empowers the employees through greater knowledge, opportunity, responsibility, accountability and reward. Emphasis is laid on identifying & nurturing talent. Continuous improvement techniques are followed for betterment of the skills in the organisation by implementing TQM & other training programs and there exists an excellent system of assessment of the employees based on the sound HR practices.
During the year under review there were 146 employees on the rolls of the company.
6.02 Directors &Key Managerial Personnel
During the year there were no changes in the Directors or the key management personnel during the year. The CFO and Company Secretary Mrs.R.Sowmithri has resigned as CFO with effect from close of business on 31st March,2025 and continues to be the Company Secretary.
Mrs.Sujeetha Govindarajan has been appointed as CFO of the company with effect from 1st April,2025.
Independent Directorsâ Declaration:
The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.
7. Corporate Governance
With reference to Corporate Governance, the Company has complied with all possible requirements of the guidelines as laid out in Clause 49 of the Listing Agreement. Annexure A contains report on corporate governance enclosed herewith.
At present the Company has Four directors of which one director is an Executive Director and Three are nonexecutive.
8. Internal Control System and their adequacy
The Company has adequate system of internal control with reference to the financial as well as nonfinancial operations. All the transactions are properly authorised, recorded and reported by the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business . The company has devised proper systems to ensure compliance of all laws applicable to the company.
V.Srinivasan & Co, Chennai is the Internal Auditor of the company.
9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of Energy, technology absorption and foreign exchange earnings and outgo for the financial year 2023-24 are annexed as Annexure B which forms part of this Report.
10. Management Discussion and Analysis
Management Discussion and Analysis report for the year under report as stipulated under Clause 49 of the Listing Agreement in respect of the Stock Exchanges in India, is enclosed herewith (please refer Annexure C).
11. Research & Development
R&D in El Forge is a continuous process. All efforts in product design and process development are directed at Customerâs satisfaction, competitiveness, quality and responsiveness. This includes focus on material wastage reduction by improvement in technology and equipment with major emphasis at the Tool Room for value engineered die design and manufacture. Simultaneous efforts are made at the shop floor to improve manufacturing efficiency to sustain the development efforts. Annexure B to this report contains the details thereof.
12. Industrial Relations
Employees, at all levels, have contributed to the performance of the Company. Your directors place on record the co-operation of employees received during the year under report. The Directors also place on record the unstinted cooperation extended by the staff members during the period under report .
13. Public Deposits
The Company has not accepted (or renewed) any deposits from the Public during the year under report. There are no amounts outstanding towards public Deposits.
14. Applicability of Section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
During the Financial Year, only one director is an executive Director in the company.
During the Financial Year, there are two Key Management Personnel. The remuneration paid to all the three Managerial Personnel has been disclosed.
Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been shown separately in Annexure -D)
15. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:
a) In the preparation of Annual Accounts, the applicable accounting standards had been followed.
b) 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 as at 31st March,2025 and of the Profit or Loss of the Company for that year.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors had prepared the Annual accounts on a going concern basis
e) That proper internal financial controls were followed by the Company and that such internal financial controls was adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
16. Formal Annual Evaluation of the Performance of the Board, its Committees, Chairman and Individual Directors
The annual evaluation of performance of the Board of Directors, its committees, chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations, 2015.
Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, chairman and individual directors is given in the Corporate Governance Report, which forms part of this Annual Report.
17. Remuneration Policy of the Company
The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria of determining qualifications, positive attributes, independence of a director and other related matters have been provided in the Corporate Governance report which is attached, herewith.
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company engaged the Services of Mrs.B.Venkatalakshmi, Company Secretary in Practice, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2025.
The Secretarial Audit report (in Form MR-3) is attached as Annexure to this Report. Please refer Annexure F in this report.
In accordance with the recent amendment in the SEBI ,LODR Regulations, the Board, subject to approval by the shareholders at the ensuing AGM, has appointed Mrs.Satyadevi Alamuri (CP No 2307) as Secretarial auditor for the financial year 2025-26. Her appointment has been proposed for approval of the shareholders in the ensuing AGM.
19. Related Party Transactions
All transaction entered by the Company with Related Parties were in the ordinary course of business and at Armâs Length pricing basis. The Audit Committee granted omnibus approval for the transaction (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 202425 which were in conflict with the interest of the Company Suitable disclosures as required under IND AS 24 have been made in the notes on accounts forming part of the financial statements. Accordingly there are no transactions that are required to be reported in Form AOC-2 and accordingly AOC-2 has not been attached.
20. Corporate Social Responsibility
Our company does not fall under the criteria laid for Corporate Social Responsibility under section 135 of the Companies Act,2013 and hence the section is not applicable to the Company for the year under report.
21. Particulars of Loans, Guarantees or Investments
Your Company has not given any loan or given any Guarantees or made any investment during the year under Section 186 of the Companies Act, 2013
22. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rule 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower and the same is hosted on the Website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
23. Cost Records, Cost Auditors and Cost Audit Report [as required by Rule 8(5)(ix) of Companies (Accounts) Rules, 2014, as amended]
Rule 8(05)(ix) of the Companies (Accounts) Rules,2014 requires to disclose, in the Board''s Report, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company; in terms of the aforesaid requirement following disclosure has been made, relating to Cost Record and the cost audit.
(01) In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has made and maintained cost records and cost accounts, for the products manufactured by the Company. .
(02) Cost Audit is not applicable for the Financial Year 2024-25, since overall turnover during the immediately preceding financial year , was less than ?100 crore and product/service turnover less ?35 crore, as per the norms prescribed for Nonregulated sectors.
24. Additional Details, as amended
The Ministry of Corporate Affairs, Government of India, issued notifications dated 24th March 2021 to amend Companies (Accounts) Rules, 2014 to enhance the disclosures required to be made by the Company in Board Report, vide the Companies (Accounts) Amendment Rules 2021, by amending Amendment in Rule 8, i.e., matters to be included in Boardâs Report, with effect from Financial Year 2021-22. However, there is nothing to disclosure under the following sub-clauses, namely:
(01) Clause 8(5)(xi)
The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: Nil
(02) Clause 8(5)(xii)
The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Nil
25. Compliance of Secretarial Standard
As required by paragraph 9 of the SS-1, Secretarial Standard on Meetings of the Board of Directors, as amended/ revised by the ICSI, the Institute of Company Secretaries of India, and approved by the Central Government under Section 118(10) of the Act, which are applicable w.e.f. 01-10-2017, following disclosure has been made:
âThe Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively throughout the year under report and subsequent yearsâ
26. Director
Presently there are four Directors in the company. Two promoter Directors and two independent directors.
27. Statutory Auditors
The Company has appointed Mr.D.Venkatesan, FCA,Chartered Accountant (ICAI M.No. 026465), Chennai as the Statutory Auditor of the Company from the conclusion of the 86th AGM till the conclusion of the 91st AGM. The Statutory Auditor has confirmed that his appointment satisfies the independence criteria as required under the Act . The Audit report for the year 2024-2025 is attached to the annual report.
28. Details regarding frauds reported by Auditors under section 143(12) of the Act
In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.
29. Annual Return
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.elforge.com.
30. Material changes
There has been no material changes affecting the financial position of the company between 31st March,2025 till the date of the report.
(01) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
(02) Other Disclosures
> There is no change in the nature of business of the Company during FY2024-2025.
> Your Company has not accepted any public deposits under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2024-2025.
> A cash flow statement for FY2024-2025 is attached to the Balance Sheet.
> The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.
> There was no revision to the financial statements and Directorsâ Report of the Company during the year under review.
> Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.
31. Prohibition and redressal of sexual harassment of women at work place
Pursuant to the new legislation, â Prevention, Prohibition of and Redressal of Sexual harassment of Women at Work place Act,2013â the company has framed a policy on prevention of sexual harassment at work place. There were no cases reported during the year under review under the policy.
32. The Annual Report for 2024-25 has been posted in the website of the company it can be accessed by clicking the following link.
33. Acknowledgements
The Company places on record the co-operation of Bankers, Bank of Baroda, Indus Ind Bank We also thank all our Customers, Suppliers, Employees and others connected with the business for their co-operation. We sincerely thank the shareholders for their support.
Mar 31, 2024
The Directors present the 88th Annual Report along with the Audited Financial Statements of the Company for the year ended 31st March 2024.
1. Summarised Financial Results are given below_
|
Particulars |
For the Year Ended 31st March,2024 |
For the Year Ended 31st March,2023 |
|
(Rs. in Lakhs) |
||
|
Revenue from Operation - Forgings |
6832.24 |
5846.31 |
|
Other Income |
40.53 |
4.99 |
|
Profit/(Loss) before Depreciation |
490.55 |
351.19 |
|
Profit/(Loss) after Depreciation |
306.35 |
(137.52) |
|
Exceptional and Extraordinary Item Income / Loss (-) |
6805.85 |
(93.15) |
|
Net Profit/(Loss) after tax |
7112.20 |
(230.66) |
2. Company Performance
During the year the turnover of the company increased to Rs.6832.24 Lakhs compared to Rs.5846.31 lakhs in the previous year . This is a 17% increase over the previous year. The orders are steady and the company plans to grow it turnover at an increased pace during the current year 2024-25.
Regarding the exceptional income reported, it pertains mainly to the amount received against the slump sale of the company envisaged in 2018 but dropped later in November 2019 due to non completion of payment of the total consideration by the proposed buyer and no correspondence regarding the same in the last five years, the amount was written back during the year based on legal advice.
3. Dividend
The Directors have not recommended any dividend for the year under report.
4. Reserves
Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the âRetained Earnings''''.
5. Borrowings
There are no borrowings from banks or financial institutions.
6. CORPORATE MATTERS
6.01 Human Resources
El Forge has always been a people driven Company and its employees remain its most valuable asset.
Our employees have always extended full cooperation and support during good as well as difficult times, and have unstintingly put their best effects to deliver on all our commitments.
The Human Resources practices at your Company empowers the employees through greater knowledge, opportunity, responsibility, accountability and reward. Emphasis is laid on identifying & nurturing talent. Continuous improvement techniques are followed for betterment of the skills in the organisation by implementing TQM & other training programs and there exists an excellent system of assessment of the employees based on the sound HR practices.
During the year under review there were 152 employees on the rolls of the company.
6.02 Directors &Key Managerial Personnel
During the year there were no changes in the Directors or the key management personnel.
Independent Directorsâ Declaration:
The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.
7. Corporate Governance
With reference to Corporate Governance, the Company has complied with all possible requirements of the guidelines as laid out in Clause 49 of the Listing Agreement. Annexure A contains report on corporate governance enclosed herewith.
At present the Company has Four directors of which one director is an Executive Director and Three are nonexecutive.
8. Internal Control System and their adequacy
The Company has adequate system of internal control with reference to the financial as well as nonfinancial operations. All the transactions are properly authorised, recorded and reported by the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business even though there is no internal auditor during the year under report.
V.Srinivasan & Co, Chennai are the internal Auditors of the company.
9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of Energy, technology absorption and foreign exchange earnings and outgo for the financial year 2023-24 are annexed as Annexure B which forms part of this Report.
10. Management Discussion and Analysis
Management Discussion and Analysis report for the year under report as stipulated under Clause 49 of the Listing Agreement in respect of the Stock Exchanges in India, is enclosed herewith (please refer Annexure C).
11. Research & Development
R&D in El Forge is a continuous process. All efforts in product design and process development are directed at Customerâs satisfaction, competitiveness, quality and responsiveness. This includes focus on material wastage reduction by improvement in technology and equipment with major emphasis at the Tool Room for value engineered die design and manufacture. Simultaneous efforts are made at the shop floor to improve manufacturing efficiency to sustain the development efforts. Annexure B to this report contains the details thereof.
12. Industrial Relations
Employees, at all levels, have contributed to the performance of the Company. Your directors place on record the co-operation of employees received during the year under report. The Directors also place on record the unstinted cooperation extended by the staff members during the period under report .
13. Fixed Deposits
The Company has not accepted (or renewed) any fixed deposits during the year under report. There are no amounts outstanding as Fixed Deposits.
14. Applicability of Section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Only one director is an executive Director in the company. There are two Key Management Personnel. The remuneration to all the three have been disclosed.
Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been shown separately in Annexure -D)
15. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:
a) In the preparation of Annual Accounts, the applicable accounting standards had been followed.
b) 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 as at 31st March,2024 and of the Profit or Loss of the Company for that year.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors had prepared the Annual accounts on a going concern basis
e) That proper internal financial controls were followed by the Company and that such internal financial controls was adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
Formal Annual Evaluation of the Performance of the Board, its Committees, Chairman and Individual Directors
The annual evaluation of performance of the Board of Directors, its committees, chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations, 2015.
Information on the process of the formal annual evaluation made by the Board of its own performance and that of its committees, chairman and individual directors is given in the Corporate Governance Report, which forms part of this Annual Report.
16. Remuneration Policy of the Company
The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria of determining qualifications, positive attributes, independence of a director and other related matters have been provided in the Corporate Governance report which is attached, herewith.
17. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company engaged the Services of Mrs.B.Venkatalakshmi, Company Secretary in Practice, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2024.
The Secretarial Audit report (in Form MR-3) is attached as Annexure to this Report. Please refer Annexure F in this report.
18. Related Party Transactions
All transaction entered by the Company with Related Parties were in the ordinary course of business and at Armâs Length pricing basis. The Audit Committee granted omnibus approval for the transaction (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2023 -24 which were in conflict with the interest of the Company Suitable disclosures as required under IND AS 24 have been made in the notes on accounts forming part of the financial statements. Accordingly there are no transactions that are required to be reported in Form AOC-2 and accordingly AOC-2 has not been attached.
19. Corporate Social Responsibility
Our company does not fall under the criteria laid for Corporate Social Responsibility under section 135 of the Companies Act,2013 and hence the section is not applicable to the Company for the year under report.
20. Particulars of Loans, Guarantees or Investments
Your Company has not given any loan or given any Guarantees or made any investment during the year under Section 186 of the Companies Act, 2013
21. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rule 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower and the same is hosted on the Website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
22. Cost Records, Cost Auditors and Cost Audit Report [as required by Rule 8(5)(ix) of Companies (Accounts) Rules, 2014, as amended]
Rule 8(05)(ix) of the Companies (Accounts) Rules,2014 requires to disclose, in the Board''s Report, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company; in terms of the aforesaid requirement following disclosure has been made, relating to Cost Record and the cost audit.
(01) In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has made and maintained cost records and cost accounts, for the products manufactured by the Company. .
(02) Cost Audit is not applicable for the Financial Year 2023 -24.
23. Additional Details, as amended
The Ministry of Corporate Affairs, Government of India, issued notifications dated 24th March 2021 to amend Companies (Accounts) Rules, 2014 to enhance the disclosures required to be made by the Company in Board Report, vide the Companies (Accounts) Amendment Rules 2021, by amending Amendment in Rule 8, i.e., matters to be included in Boardâs Report, with effect from Financial Year 2021-22. However, there is nothing to disclosure under the following sub-clauses, namely:
(01) Clause 8(5)(xi)
The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: Nil
(02) Clause 8(5)(xii)
The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Nil
24. Compliance of Secretarial Standard
As required by paragraph 9 of the SS-1, Secretarial Standard on Meetings of the Board of Directors, as amended/ revised by the ICSI, the Institute of Company Secretaries of India, and approved by the Central Government under Section 118(10) of the Act, which are applicable w.e.f. 01-10-2017, following disclosure has been made:
âThe Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively throughout the year under report and subsequent yearsâ
25. Director
Presently there are four Directors in the company. Two promoter Directors and two independent directors.
26. Statutory Auditors
The Company has appointed Mr.D.Venkatesan, FCA,Chartered Accountant (ICAI M.No. 026465), Chennai as the Statutory Auditor of the Company from the conclusion of the 86th AGM till the conclusion of the 90th AGM. The Statutory Auditor has confirmed that his appointment satisfies the independence criteria as required under the Act . The Audit report for the year 2023-2024 is attached to the annual report.
Details regarding frauds reported by Auditors under section 143(12) of the Act
In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.
Annual Return
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.elforge.com.
27. Material changes
There has been no material changes affecting the financial position of the company between 31st March,2024 till the date of the report.
(01) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
(02) Other Disclosures
> There is no change in the nature of business of the Company during FY2023-2024.
> Your Company has not accepted any public deposits under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during FY2023-2024.
> A cash flow statement for FY2023-2024 is attached to the Balance Sheet.
> The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.
> There was no revision to the financial statements and Directorsâ Report of the Company during the year under review.
> Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.
28. Prohibition and redressal of sexual harassment of women at work place
Pursuant to the new legislation, â Prevention, Prohibition of and Redressal of Sexual harassment of Women at Work place Act,2013â the company has framed a policy on prevention of sexual harassment at work place. There were no cases reported during the year under review under the policy.
29. The Annual Report for 2023-24 has been posted in the website of the company it can be accessed by clicking the following link.
Annualreport 2023-24.pdf (elforge.com)
30. Acknowledgements
The Company places on record the co-operation of Bankers, Bank of Baroda, Indus Ind Bank We also thank all our Customers, Suppliers, Employees and others connected with the business for their co-operation. We sincerely thank the shareholders for their support.
Mar 31, 2015
The Directors present the 79th Annual Report along with the Audited
Accounts of the Company for the year ended 31st March, 2015.
1. Summarised Financial Results are given below
(Rs.in lakhs)
For the year
ended For the 9 Months
31.03.2015 ended 31.03.2014
Gross Sales 5775.40 6358.89
Other Income 21.04 847.64
Profit/(Loss) before Depreciation (803.20) (430.21)
Profit/(Loss) after Depreciation (1777.04) (1135.59)
Net Profit/(Loss) after tax (1777.04) (1135.59)
2. Company Performance
During the year the company continued to work with constrained funds as
the bankers had stopped all working capital assistance to the Company.
With the minimum funds available and the support from customers and
suppliers the company made a turnover of Rs.5374.66 lakhs as compared
to Rs.6649.61 lakhs for the previous accounting period of 9 months. As
the operations were below breakeven levels the company incurred a loss
of Rs.1777.04 lakhs during the year.
The management is taking steps to revive the company. Efforts are being
made to mobilize funds for operations to exploit at the full potential
of the Company. The company has taken all steps to cut down costs
wherever possible and improve efficiency levels.
3. Dividend
The Directors have not recommended any dividend for the year due to
loss incurred .
4. Shakespeare Forgings Ltd
Shakespeare Forgings Ltd, UK has ceased to be a subsidiary company
during the year. The business in UK had dropped due to the market
conditions and it was not viable to continue manufacture in UK. There
was also a need to infuse funds for maintaining the business at UK.
Further the plant is required to be transferred from the present
location to new location, which also require additional funds. Under
these constraints the subsidiary company has found an investor to
infuse required funds and continue operations.
The equity share capital of Shakespeare forgings Ltd was increased by
GBP 250000 and the same was subscribed by the new investor. With the
new infusion the shareholding of our company dropped to 37.5% compared
to 100% holding previously. As it is no more a subsidiary of our
company the accounts of Shakespeare forgings is not consolidated with
our accounts and other details are no longer required to be furnished.
5. Borrowings
The total outstanding with the banks as on 31st March, 2015 has been
Rs.139.54 Crores. During the year some of the Banks assigned their
debts to Asset Reconstruction Companies. Export Import Bank of India
had assigned their debts to Edelweiss Asset Reconstruction Co. ltd.
last year. During the year Union Bank of India assigned its debts to
Edelweiss Asset Reconstruction Co. Ltd and State Bank of India assigned
its entire debts to Asset Reconstruction Company (India) Ltd, (Arcil),
The borrowing, form IDBI Bank, Axis Bank Ltd and Royal Bank of Scotland
still remain with the respective banks.
It is expected that consolidation of the debt with the Asset
Reconstruction companies will happen in course of time. This is
expected to facilitate obtaining fresh working capital loan, that will
help to steer the company back to profitable operations and maximize
value to all stake holders.
6. CORPORATE MATTERS
6.01 Human Resources
El Forge has always been a people driven Company and its employees
remain its most valuable asset. Our employees have always extended full
cooperation and support in good as well as difficult times, and have
unstintingly put effects to deliver on all our commitments.
The Human Resources practices at your Company empowers the employees
through greater knowledge, opportunity, responsibility, accountability
and reward. Emphasis is laid on identifying & nurturing talent.
Continuous improvement techniques are followed for betterment of the
skills in the organisation by implementing TQM & other training
programs and there exists an excellent system of assessment of the
employees based on the sound HR practices.
During the year under review, the total number of employees on the
rolls of the Company is 232
6.02 Particulars of Employees and Related Disclosures
In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, there is no employee
drawing remuneration in excess of the limits set out in the rules.
Hence details and disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 are not provided in this report.
6.03 Directors
Mr.V.Ramachandran, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-election.
Mrs.R.Sowmithri, was appointed as an Executive Director of the Company
with effect from 30.03.2015. With this appointment the company has
complied with the provisions of Companies Act, 2013 and Clause 49 of
the Listing Requirements that had made it mandatory to appoint a woman
director on the Board.
6.04 Key Managerial Personnel
Mr.K.V.Ramachandran, Vice Chairman & Managing Director and
Mrs.R.Sowmithri, ED(Finance) & Secretary of the Company both of them
within the meaning of Section 2(18) of the Companies Act, 2013 hold the
office of Key Managerial Personnel respectively.
7. Corporate Governance
With reference to Corporate Governance guidelines as laid at in Clause
49 of the Listing Agreement, the Company ha s complied all possible
requirements. Due to circumstances beyond its control the company, It
has not been able to fill in the vacancies caused by the resignation of
all independent directors during last year. The Company seeks time to
fill in the vacancies. Annexure A contains report on corporate
governance enclosed herewith.
At present the Company has four directors of which two are executive
directors and two non executive promoter directors. As a result the
audit committee, remuneration committee etc which need to be
constituted with independent directors is not possible in the present
circumstance. All the 4 directors have carried out the duties of the
audit committee & remuneration committee. Due to this fact provisions
of sections 177 and 178 of the Companies Act, 2013 have not been
complied in full. Barring the aforesaid non compliance, all other
stipulations have been complied with by the Company. The detailed
report on Corporate Governance is annexed. The compliances have been
reported and the Certificate from the Statutory Auditors have also been
annexed to the Report on Corporate Governance.
8. Internal Control System and their adequacy
The Company has adequate system of internal control with reference to
the financial statements. All the transactions are properly authorised,
recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books
of accounts and reporting financial statements. The internal auditor
of the company checks and verifies the internal control and monitors
them in accordance with policy adopted by your Company. The Company
ensures proper and adequate systems and procedures commensurate with
its size and nature of its business.
9. Conservation of Energy, Technology Abosorption and Foreign Exchange
Earnings and Outgo
Information as per Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules 2014 relating to Conservation of
Energy, technology absorption and foreign exchange earnings and outgo
for the financial year 2014-15 are annexed as Annexure B which forms
part of this Report.
10. Management Discussion and Analysis
Management Discussion and Analysis report for the year under review as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges in India is enclosed herewith please refer Annexure C.
11. Research & Development
R&D in El Forge is a continuous process. All efforts in product design
and process development are directed at Customer's satisfaction,
competitiveness, quality and responsiveness. This includes focus on
material wastage reduction by improvement in technology and equipment
with major emphasis at the Tool Room for value engineered die design
and manufacture. Simultaneous efforts are made at the shop floor to
improve manufacturing efficiency to sustain the development efforts.
Annexure A to this report contains the details thereof.
12. Industrial Relations
Employees at all levels have contributed to the performance of your
Company. Your directors place on record the co- operation of employees
during the year under report. The Directors also place on record the
unstinted cooperation extended by the staff members during the period
under review.
13. Fixed Deposits
The Company has not accepted any fixed deposits during the year. The
deposits are being repaid to the deposit holders as and when the
deposit holders send their Fixed Deposit Receipts issued to them
claiming their refund. As on 31st March, 2015, the outstanding deposits
amount to Rs.104.26 lakhs .
14. Applicability of Section 197(12) of Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014
None of the employees come within the purview of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014
15. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that
a) In the preparation of Annual Accounts the applicable accounting
standards had been followed.
b) The Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the Profit or Loss of the
Company for that period.
c) 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
irregularities.
d) The Directors had prepared the Annual accounts on a going concern
basis.
e) that proper internal financial controls were followed by the Company
and that such internal financial controls are adequate and were
operating effectively.
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
16. Remuneration Policy of the Company
The remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria of determining
qualifications, positive attributes, independence of a director and
other related matters have been provided in the Corporate Governance
report which is attached.
17. Extract of the Annual Return:
Extract of the Annual Return in the presence form is enclosed herewith
in Annexure F.
18. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the Services of
Mrs.B.Venkatalakshmi, Company Secretary in Practice, to conduct the
Secretarial Audit of the Company for the financial year ended 31st
March, 2015.
The Secretarial Audit report (in Form MR-3) is attached as Annexure to
this Report. Please refer Annexure G in this report.
19. Related Party Transactions
All transaction entered by the Company with Related Parties were in the
ordinary course of business and at Arm's Length pricing basis. The
Audit Committee granted omnibus approval for the transaction (which are
repetitive in nature) and the same was reviewed by the Audit Committee
and the Board of Directors.
There were no materially significant transactions with Related Parties
during the financial year 2014-15 which were in conflict with the
interest of the Company. Suitable disclosures as required under AS 18
have been made in Item No.20 of Note no.28 of financial statement.
Note.28 of the Notes on financial statements. Accordingly there are no
transactions that are required to be reported in Form AOC-2 and as such
does not form part of the report.
20. Corporate Social Responsibility
Our company does not fall under the criteria laid for Corporate Social
Responsibility under section 135 of the Companies Act,2013 and hence
the section is not applicable.
21. Particulars of Loans, Guarantees or Investments
Your Company has not made any loan or given any Guarantees or made any
investment under Section 186 of the Companies Act, 2013
22. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its powers) Rule 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the policy on Vigil Mechanism / Whistle Blower and the same is hosted
on the Website of the Company. The policy inter-alia provides a direct
access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
23. Auditors
The Statutory Auditors M/s P.Rajagopalan & Co, Chartered Accountants,
retire at the close of this Annual General Meeting and are eligible for
re-appointment. The Company has received confirmation from the firm
that their reappointment will be within the limits prescribed under
Section 141(3)(g) of the Companies Act, 2013. The Board has recommended
their re- appointment/ratification for a term of three years from
2014-15 to 2016-17. The necessary resolution is being placed before the
shareholders for approval. The explanation to the audit remarks /
qualification is given separate in addendum to the Directors Report.
24. Information as per Section 217(1)(e) of the Companies Act, read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988
In terms of the above rules, your Board is pleased to give the
particulars of the Conservation of energy, Technology absorption and
the Foreign Exchange earnings and outgo as prescribed therein, in the
Annexure which forms part of the Directors Report.
25. Acknowledgements
The Company places on record the co-operation of Bankers, State Bank of
India, Axis Bank Limited, Union Bank of India, IDBI Bank Ltd, Royal
Bank of Scotland (RBS), Export Import Bank of India, Indusind Bank,
Kotak Mahindra Bank Ltd and Bank of Baroda and Asset Reconstruction
companies - Asset Reconstruction Company(India) Ltd and Edelweiss Asset
Reconstruction company ltd..We also thank all our Customers, Suppliers
and others connected with the business for their co- operation. We
sincerely thank the shareholders for their support.
For and on behalf of the Board of Directors
Place : Chennai V.SRIKANTH
Date : 13.08.2015 CHAIRMAN
Mar 31, 2014
Dear Members,
The Directors present the 78th Annual Report along with the Audited
Accounts of the Company for the 9 months period ended 31st March, 2014.
For the 9 Months For the year ended
ended 31.03.2014 30.06.2013
(12 months)
(Rs.In Lakhs)
Gross Sales 6358.89 8298.07
Other Income 847.64 103.98
Profit/(Loss) before
Depreciation (430.21) (2595.67)
Profit/(Loss) after
Depreciation (1135.60) (3382.03)
Net Profit/(Loss) after tax (1135.60) (3382.03)
Year in Retrospect
The past year was very tough for the operations of the company. The
company''s efforts to infuse long term funds by sale of non core
assets could not be achieved as the value for these assets could not be
unlocked due to the economic situation. The restructure of debts were
conditional on the funds raised and, since this could not be done the
restructure proposal was not be taken up. The consequent non
availability of funds and reduced operations resulted in loss during
2013-14.
The company is continuing the efforts to achieve profitable levels by
looking at all possible solutions available in this situation.
Dividend
The Directors have not recommended any dividend for the nine month
ended 31st March, 2014.due to loss.
Subsidiary Company
The subsidiary Company Shakespeare Forgings Ltd has made a profit of
Rs.74.63 lakhs during the 9 months period and does not depend on the
Parent Company for its operations. Pursuant to the provisions of
Section 212(8) of the Companies Act, 1956 (Act) read with General
Circular No.8 of 2014 issued in No.1/19/2013-CL-V & its General
Circular No.2/2011 dated February 8, 2011 issued by the Ministry of
Corporate Affairs vide, has granted a general exemption subject to
certain conditions to holding Companies from complying with provisions
of Section 212 of the companies Act,1956, which requires the attaching
of Balance Sheet, Profit & Loss account and other documents of its
subsidiary companies to its Balance Sheet. Accordingly, the said
documents are not being included in this Annual Report. The main
financial summaries of the subsidiary companies are provided under the
section ''Subsidiary Companies . The Company will make available the
said annual accounts and related detailed information of the Subsidiary
Companies upon the request by any member of the Company or its
subsidiary companies. These accounts will also be kept open for
inspection by any member at the Registered Office of the Company.
Borrowings
The total outstanding with the banks as on 31st March, 2014 is
Rs.139.57 Crores. The account has been classified as Non Performing
Asset by all the Banks. During the nine months period, the company
could not make any payments to the banks for the dues. The company is
trying to find funds to repay the banks and re structure the debts by
roping in investor/ new lender/ sale of non-core assets.
Directors
The tenure of the executive Chairman Mr.V.Srikanth ended on 30th
June,2014. He has opted to continue as Chairman of the Company without
drawing any remuneration.
During the year Export Import Bank of India had replaced the existing
nominee Director with Mr.P.J.Manjunaath . Subsequently the Bank had
assigned and transferred the loan along with the underlying securities
to Edelweiss Asset Reconstruction Company. Due to this the Bank
withdrew its nominee director from the Board. We do not have any
nominee Director at present.
Corporate Governance
With reference to Corporate Governance guidelines as laid at in Clause
49 of the Listing Agreement, the Company has not been able to fill in
the vacancies caused by the resignation of all independent directors
during this year.
The Company seeks time to fill in the vacancy.
At present the Company has three directors of which two are executive
directors and one non executive promoter director. As a result the
audit committee, remuneration committee etc which need to be
constituted with independent directors is not possible in the present
circumstance. All the 3 directors have carried out the duties of the
audit committee & remuneration committee. Apart from this all other
stipulations have been complied with by the Company. The detailed
report on Corporate Governance is annexed. The compliances have been
reported and the Certificate from the Statutory Auditors have also been
annexed to the Report on Corporate Governance.
Management Discussion and Analysis
Management Discussion and Analysis report for the year under review as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Research & Development
R&D in El Forge is a continuous process. All efforts in product design
and process development are directed at Customer''s satisfaction,
competitiveness, quality and responsiveness. This includes focus on
material wastage reduction by improvement in technology and equipment
with major emphasis at the Tool Room for value engineered die design
and manufacture. Simultaneous efforts are made at the shop floor to
improve manufacturing efficiency to sustain the development efforts.
Industrial Relations
Employees at all levels have contributed to the performance of your
Company. Your directors place on record the co-operation of employees
during the year under report. The Directors also place on record the
unstinted cooperation extended by the staff members during the period
under review.
Fixed Deposits
The Company has as on 31st March, 2014 deposits amounting to Rs.140.67
lakhs. Subsequent to the last Annual General Meeting , the company has
not accepted fresh deposits or renewed existing deposits. The refunds
are made as and when refund requests are received.
Applicability of Section 217(2A) of Companies Act, 1956
None of the employees come within the purview of Section 217(2A) of the
Companies Act, 1956.
Listing of Shares
Your Company''s share are listed on the following Stock Exchanges
namely,
1. Madras Stock Exchange Limited (As per MSE / NSE agreement, your
Company''s shares are allowed for trading in NSE Platform).
2. Bombay Stock Exchange Limited
Directors Responsibility Statement under Section 217(2AA) of the
Companies Act, 1956
The Directors state that
a) In the preparation of Annual Accounts the applicable accounting
standards had been followed.
b) The Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are 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 that period.
c) 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
irregularities.
d) The Directors had prepared the Annual accounts on a going concern
basis.
Auditors
M/s P.Rajagopalan & Co, Chartered Accountants, retire at the close of
this Annual General Meeting and are eligible for re-appointment. The
Company has received confirmation from the firm that their
reappointment will be within the limits prescribed under Section
141(3)(g) of the Companies Act, 2013. The Board has recommended their
re-appointment for a term of three years from 2014-15 to 2016-17. The
necessary resolution is being placed before the shareholders for
approval.
Cost Auditor
S.Sundar& Associates, Cost Accountants,Chennai, Cost auditor of the
company under section 233 of the Companies Act,1956 has been
reappointed as the company''s Cost Auditor for the Financial year
2014-15.
Information as per Section 217(1)(e) of the Companies Act, read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988
In terms of the above rules, your Board is pleased to give the
particulars of the Conservation of energy, Technology absorption and
the Foreign Exchange earnings and outgo as prescribed therein, in the
Annexure which forms part of the Directors Report.
Addendum to Directors'' Report
In response to the Audit Emphasis matters and qualification the
directors state the following :
Statutory Dues
The Company is facing funds constraint, due to this the Company has not
been able to make regular payments for statutory dues. The Management
is taking steps to clear the dues. During the year under report, the
company has paid dues for 15months,related to earlier periods
Gratuity Fund
The contribution to the gratuity fund is pending due to funds
constraint. The Management is taking steps to comply with the
requirement and regularize the fund.
Going Concern
The Management has prepared the accounts on a going concern as there
has been no stoppage in the manufacturing operations or sale of our
products. The world class plant attracts the auto majors and others
with no let up in the orders. Due to working capital inadequacies, we
are not able to service all the orders on hand. Our forging products
are known for their quality and the fact that customers returns
rejections are negligible confirms the quality.
Change in Accounting Policy
The Banks have classified our account (the borrowings by the company)
as Non performing Asset and have stopped charging interest. We have
decided to adopt the same and have changed our accounting policy on
interest on banks borrowings. We have decided not to charge interest
since banks have not charged the same on the company. Therefore the
Company has changed the method of accounting of interest on bank
borrowings from mercantile to cash basis.
Our Company is in forging business from 1964 and this is the fiftieth
year of operations and endured many business cycles. The management is
taking steps to address the financial requirements and is confident of
addressing the same and move to profitable levels. The current assets
position will be strengthened once the company generate profits from
operations. The management is confident of resolving the issues and
hence prepared the financial statements on going concern basis.
Change of Accounting Year
The Companies Act, 2013 had made it necessary for all Companies to
follow a uniform accounting year to end on 31st March every year. The
Board decided to fall in line and hence closed the financial year
2013-14 for 9(nine) months ending of 31.03.2014
Acknowledgements
The Company places on record the co-operation of Corporate Debt
Restructure (CDR), IDBI Mumbai and Bankers, State Bank of India, Axis
Bank Limited, Union Bank of India, IDBI Bank Ltd, Royal Bank of
Scotland (RBS), Export Import Bank of India, Indusind Bank, Kotak
Mahindra Bank Ltd and Bank of Baroda. We also thank all our Customers,
Suppliers and others connected with the business for their
co-operation. We sincerely thank the shareholders for their support.
By Order of the Board
Place : Chennai V.SRIKANTH
Date : 11.08.2014 EXECUTIVE CHAIRMAN
Jun 30, 2013
The Directors have pleasure in presenting the 77th Annual! Report along
with the Audited Accounts of the Company for the year ended 30ln June,
2013.
For the year ended For the year ended
30.06.2013 30.08.2012
(RS.IN LAKHS)
Gross sales 8298.07 9170.75
Other Income 103-98 1397.37
"Profit/{Loss) before
Depredation (2595.87) -
Profit/{Loss)
after Depreciation (3382.03) -
Net Profit/(Loss)
after tax (3382.03) (918.12}
Year in Retrospect
The past year was very tough for the operations of the company. The
company''s efforts to inures long term funds by sale of non core
assets could not be achieved as the value for these assets could not be
unlocked due to the economic situation. The restructure of debts were
conditional on the funds raised and, since this could not be done the
restructure proposal was not be taken up. The consequent non
availability of funds and reduced operations resulted in loss during
2012-13.
The company is continuing the efforts to achieve profitable levels by
looking at all possible solutions available in this situation.
Subsidiary Company
Shakespeare Forgings Ltd achieved a gross turnover of Rs 4266.20 lakhs
for the year ended 30.06,2013 and incurred a marginal loss of Rs.27.34
lakhs for the staid period. The UK economy is recovering and Shakespeare
Forgings has been able to stabilize its manufacturing operations and
will be in a position to carry on its operations on its own.
Your Company has applied to the Company Law Board under Section 212(8)
of the Companies Act, 1956 seeking exemption from attaching a copy of
the Balance Sheet, Profit and Loss Account Report of the Boart of
Directors and the Report of the Auditors of the subsidiary company
along with the financial statements of your company. These documents
can be requested for by any member, investor of the company. Further,
in line with the Listing Agreement and in accordance with the
Accounting Standard 21 (AS 21), Consolidated Financial Statements,
prepared by the Company include financial information of its
subsidiary,
Directors .
During the year Mr.P.L Reddy our director for 32 years expired on
28.02.2013. The directors wish to place on record his valuable
contribution to the company. This has left a casual vacancy in the
Board.
During the year Mr.K.J.Ramasamy resigned from the Board on 30.08.2013
and Mr.Balraj Vasudevan resigned from the directorship on 10.09.2013 due
to personal preoccupation. The directors thank them for their support
and guidance during their term with the company.
Management Discussion and Analysis .
Management Discussion and Analysis report for the year under review as
stipulated under Clause 49 ot the Listing Agreement with Stock
Exchanges in India, is presented in a separate section forming part oi
the Annual Report.
Research & Development
R&D in EL Forge is a continuous process. All efforts in product design
and process development are directed at Customer''s satisfaction,
competitiveness, quality and responsiveness. This includes rocus on
material wastage reduction by improvement in technology and equipment
with major emphasis at the Tool Room for value engineered die design
and manufacture. Simultaneous efforts are made at the shop floor to
improve manufacturing efficiency to sustain the development efforts.
industrial Relations
Employees at all levels have contributed to the performance of your
Company. Your directors place on record "the co-operation of employees
during the year under report.
That company has as on 30th June, 2013 deposits amounting to Rs.137,26
Lakh. The provisions of Section 58A of the Companies Act, 1956 and the
Companies (Acceptance of Deposit Rules) 1975 have been complied with in
respect of the acceptance of deposits and ail deposits that have
matured and claimed during the year were paid on the due dates.
Statement pursuant to Section 217(2A) of the Companies Act, 1956 _
None of the employees come within the purview of Section 217(2A) of the
Companies Act, 1956.
Listing of Shares
Your Company''s share are listed on the following Stock Exchanges
namely,
1. Madras Stock Exchange Limited (As per MSE / NSE agreement, your
Company s shares are allowed for trading in NSE Platform).
2. Bombay Stock Exchange Limited
3. Ahmadabad Stock Exchange Limited
Delisting of Shares with Ahmadabad Stock Exchange _
It has been observed that there have been no transactions in our scrip
for the last few years m Ahmadabad Stock Exchange . The board in their
meeting on 29th November 2013 decided to delist the shares from the
Ahmadabad stock exchange without exit opportunity in accordance with
,The Securities and Exchange Board of India (Delisting of Securities)
Guidelines 2003,
The Company''s equity shares are one of the scraps which the Securities
and Exchange Board of India has specified for settlement only in
dematerialized form by all investors. With the extensive networking of
BSE, investors have access to on-line trading in equity shares of the
Company across the Country.
The proposed delisting of the Company''s Equity Shares from the said
Stock Exchange, as and when takes place will not affect the Investors
adversely. The Company''s equity shares will continue to be listed on
the Bombay Stock Exchange Ltd. The delisting will take effect after
receiving the consent from Ahmadabad Stock Exchange,
Corporate Governance
Your Directors are pleased to report that your Company is fully
compliant as on June 30. 2013 with the SEBI Guidelines on Corporate
Governance as incorporated in Clause 49 of the Listing Agreement with
the Stock Exchange,
A detailed report on this subject forms part of this report.
Directors Responsibility Statement under Section 217{2AA) of the
Companies Act, 1958 The Directors state that
a) In the preparation of Annual Accounts the applicable accounting
standards had been followed.
b) 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 as at 30''lh June, 2013 and of the Profit or Loss of the
Company for that period.
c} 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
irregularities,
d) The Directors had prepared the Annual accounts on a going concern
basis.
Auditors . .
Mis P. Rajagopaian& Co., Chartered Accountants, Chennai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
Genera! Meeting and being eligible offer themselves for reappointment.
The declaration under Section 224{1-B) of the Companies Act, 1956 has
been received from them to this effect.
Cost Auditor
S.Sundar& Associates, Cost Accountants, Chennai, Cost auditor of the
company under section 233 or the Companies Act, 1956 has been
reappointed as the company''s Cost Auditor for the Financial year
2013-14.
information as per Section 217(1)(e) of the Companies Act, read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988
In terms of the above rules, your Board is pleased to give the
particulars of the Conservation of energy, Technology absorption and
the Foreign Exchange earnings and outgo as prescribed therein, in the
Annexure which forms part of the Directors Report.
Addendum to Directors'' Report
in response to the Audit Emphasis matters and qualification the
directors state the following:
Statutory Dues
The Company is facing funds constraint, due to this the Company has not
been able to make regular payments for statutory dues. The Management
is taking steps to clear the dues.
Gratuity Fund _
The contribution to the gratuity fund is pending due to funds
constraint. The Management is taking steps to comply with the
requirement and regularize the fund.
Going Concern
The Management has prepared the accounts on a going concern as there
has been no stoppage in true manufacturing operations or sale of our
products. The world class plant attracts the auto majors and others
with no let up in the orders. Due to working capital inadequacies, we
are not able to service all the orders on hand. The forgings are known
for their quality and the fact that customer returns are negligible,
confirms the quality.
Our Company is in forging business from 1964 and this is the fiftieth
year of operations and endured many business cycles. The management is
taking steps to address the financial requirements and is confident oj
addressing the same and move to profitable levels. The current assets
position will be strengthened once the company generate profits from
operations. The management is confident of resolving the issues and
hence prepared the financial statements on going concern basis.
Acknowledgements
The Company places on record the unstinted co-operation of Corporate
Debt Restructure (CUK) dub Mumbai and Bankers, State Bank of India,
Axis Bank Limited, Union Bank of India, IDBI Bank Ltd Royal Bank of
Scotland (RBS), Export Import Bank of India, Inducing Bank Ltd and
Kotak Mahindra Bank Ltd. We also thank all our Customers, Suppliers and
others connected with the business for their co-operation, we sincerely
thank the shareholders for their unstinted support.
By Order of the Board
Place: Chennai V.SRIKANTH
Date :29.11.2013 EXECUTIVE CHAIRMAN
Jun 30, 2012
The Directors have pleasure in presenting the 76th Annual Report along
with the Audited Accounts of the Company for the year ended 30th June,
2012 .
For the year ended 15 months period
30.06.2012 ended 30.06.2011
(12 Months)
(RS.IN LAKHS)
Gross Sales 9170.75 11216.38
Other Income 1397.37 352.64
Profit/(Loss) before
Depreciation (31.27) (59.19)
Profit/(Loss) after
Depreciation (841.98) (977.63)
Net Profit/(Loss) after
tax (918.12) (977.63)
Year in Retrospect
The year was good in terms of the order book and customer approvals.
During the year Funds were infused into the company thro the rights
Issue and sale of land at Hosur to scale up the operations of the
company. As the working capital support from bankers to augment the
funds happened much later, the funds infused supported the servicing of
the dues and scaling up was not possible. This led to the turnover
being same as in the previous 12 months. This level is still below
break even and hence the losses during the year. The sale of Hosur land
resulted in a profit of Rs.13.97 crores which helped the company to
mitigate the loss from operations
The manufacturing facility at Appur continues to be favoured by all
customers and has been approved by the renowned OEM's like TRW of USA
and Germany, GKN of UK and Italy, Bosch ÃGermany, Wabco etc to name a
few. Paucity of working capital funds is the major constraint at
present and the company is making all efforts to address the same and
move to profitable operations .
Economic Situation
The growth of the Indian economy which was steady in the range of 7% to
8% has been affected by the uncertainty around the Globe. This coupled
with the lack of political consensus in our country has compounded the
problem which has led to a fall in the GDP to as low as 5.3% in the
quarter ending in march 2012.
The global economy is passing through a volatile phase characterized by
great uncertainty .Europe continues to be fragile and clarity on the
course the Eurozone will move into is uncertain at this stage.
This has affected our Export business which declined from 22.34% in
2010-11 to 11.68% in the year under review.
Subsidiary Company
Shakespeare Forgings Ltd achieved a gross turnover of Rs 2804.58 lakhs
for the year ended 30.06.2012 and earned a profit of Rs.321.91 lakhs
for the said period. The UK economy has not improved and many
manufacturing units have closed shop during the year. However
Shakespeare Forgings has been able to survive the crises. Aware of this
volatility our company is closely managing the affairs so that it does
not depend on the parent for its operations.
Your Company has applied to the Company Law Board under Section 212(8)
of the Companies Act, 1956 seeking exemption from attaching a copy of
the Balance Sheet, Profit and Loss Account Report of the Board of
Directors and the Report of the Auditors of the subsidiary company
along with the financial statements of your company. These documents
can be requested for by any member, investor of the company. Further,
in line with the Listing Agreement and in accordance with the
Accounting Standard 21 (AS 21), Consolidated Financial Statements,
prepared by the Company include financial information of its
subsidiary.
Research & Development
R&D in El Forge is a continuous process. All efforts in product design
and process development are directed at Customer's satisfaction,
competitiveness, quality and responsiveness. This includes focus on
material wastage reduction by improvement in technology and equipment
with major emphasis at the Tool Room for value engineered die design
and manufacture. Simultaneous efforts are made at the shop floor to
improve manufacturing efficiency to sustain the development efforts.
Industrial Relations
Employees at all levels have contributed to the performance of your
Company. Your directors place on record the co-operation of employees
during the year under report.
Fixed Deposits
The Company has as on 30th June, 2012 deposits amounting to Rs.127.23
Crores. The provisions of Section 58A of the Companies Act, 1956 and
the Companies (Acceptance of Deposit Rules) 1975 have been complied
with in respect of the acceptance of deposits and all deposits that
have matured and claimed during the year were paid on the due dates.
Statement pursuant to Section 217(2A) of the Companies Act, 1956
None of the employees come within the purview of Section 217(2A) of the
Companies Act, 1956.
Information as per Section 217(1)(e) of the Companies Act, read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988
In terms of the above rules, your Board is pleased to give the
particulars of the Conservation of energy, Technology absorption and
the Foreign Exchange earnings and outgo as prescribed therein, in the
Annexure which forms part of the Directors Report.
Listing of Shares
Your Company's share are listed on the following Stock Exchanges
namely,
1. Madras Stock Exchange Limited (As per MSE / NSE agreement, your
Company's shares are allowed for trading in NSE Platform).
2. Bombay Stock Exchange Limited
3. Ahmedabad Stock Exchange Limited
Corporate Governance
Your Directors are pleased to report that your Company is fully
compliant as on June 30, 2011 with the SEBI Guidelines on Corporate
Governance as incorporated in Clause 49 of the Listing Agreement with
the Stock Exchange.
A detailed report on this subject forms part of this report.
Directors
Mr.V.Ramachandran and Mr.K.J.Ramaswamy, directors retire by rotation at
the ensuing Annual General Meeting and being eligible offer themselves
for re-election.
Directors Responsibility Statement under Section 217(2AA) of the
Companies Act, 1956
The Directors state that
a) In the preparation of Annual Accounts the applicable accounting
standards had been followed.
b) 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 as at 30th June, 2012 and of the Profit or Loss of the
Company for that period.
c) 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
irregularities.
d) The Directors had prepared the Annual accounts on a going concern
basis.
Auditors
M/s P.Rajagopalan & Co.,Chartered Accountants, Chennai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for reappointment.
The declaration under Section 224(1-B) of the Companies Act, 1956 has
been received from them to this effect.
Cost Auditor
Your Company is required to maintain cost accounting records pursuant
to the (Cost Accounting Records) Rules 2011 Vide notification dated 3rd
June, 2011 and your Company had duly complied with the above
requirement for the year ended 30th June, 2012.
Pursuant to order No. 52/26/CAB/2010 dt. 24th January, 2012 issued by
Ministry of Corporate Affairs, the appointment of Cost Auditors become
mandatory for your Company pursuant to provisions of Sec.23B of the
Companies Act, 1956. Your Company has appointed a Cost Auditor for the
financial year 2012-13 to conduct cost audit of the accounts and
records maintained by the Company.
.
Acknowledgements
The Company places on record the unstinted co-operation of Corporate
Debt Restructure (CDR), IDBI Mumbai and Bankers, State Bank of India,
Axis Bank Limited, Union Bank of India, IDBI Bank Ltd, Royal Bank of
Scotland (RBS), Export Import Bank of India, IndusInd Bank Ltd, Kotak
Mahindra Bank Ltd and SBI Global Factors Ltd. We also thank all our
Customers, Suppliers and others connected with the business for their
co-operation. We sincerely thank the shareholders for their unstinted
support.
By Order of the Board
Place : Chennai V.SRIKANTH
Date : 15.11.2012 EXECUTIVE CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting the 74th Annual Report along
with the Audits Accounts of the Company for the year ended 31 st March,
2010.
Year ended Year ended
31.03.2010 31.03.2009
(RS.IN LAKHS)
Sales & Other Income (Gross) 8374.77 9862.88
Profit/(Loss) before Depreciation 424.93 (1220.28)
Profit/(Loss) after Depreciation (269.22) (1790.38)
Net Profit/(Loss) after tax (274.65) (1805.38)
Year in Retrospect
The year under review saw strain in the operations of the Company due
to the difficult situatic on cash flow front.
The auto market improved substantially after September of 2009, but the
Company could m keep pace with the auto growth due to the above
mentioned reason.
Steel, which constitutes a major input of our Companys production,
increased In value froi November of last year and rose substantially
till April of this year, and in keeping with the pric increase, they
have reduced the credit terms thus making a dual impact on the cash
flows.
The banking consortium took up our request for enhancing the credit
limit for the purchasing < steel by instating letters of credit. We
trust that this facility will go a long way in addition to th
performance of the Company.
The power problem in Tamilnadu, however has not had any respite. The
environment prevailin is the same for the long established industries
of Tamilnadu. We are however, managing I circumvent the problem by
adjusting our working hours and ensuring maximum productivity in th
available time frame.
The sales was consequently lower by 15% and the net loss for the year
was Rs.274.64 lakh after adjusting the income from sale of property.
The market situation has drastically changed from April of this year
and trust we can grow froi the Quarter of October this year having
addressed the factors that constrain the operations.
We are highly confident that the worst is behind us and the future can
only be highly beneficial fc us and the auto industry.
Subsidiary Company
Shakespeare Forgings Ltds operations in UK has been affected by the
global meltdown and volumes during the period from April 2009 to March
2010 were only at GBP 3.295 Million as against GBP 4.648 Million of
previous year.
Your Company has applied to the Company Law Board under Section 212(8)
of the Companies Act, 1956 seeking exemption from attaching a copy of
the Balance Sheet, Profit and Loss Account Report of the Board of
Directors and the Report of the Auditors of the subsidiary company
along with the financial statements of your company. These documents
can be requested for by any member, investor of the company. Further,
in line with the Listing Agreement and in accordance with the
Accounting Standard 21 (AS 21), Consolidated Financial Statements,
prepared by the Company include financial information of its
subsidiary.
Issue of Shares
The Board has decided to issue equity shares of Rs. 10/- each to the
existing shareholders on e Rights Basis aggregating to Rs.26 Crores.
The terms of the issue is being finalized and shall be submitted for
the approval of SEBI. The letter of offer shall then be circulated to
the shareholders. A Special Resolution u/s 81 is being placed at the
Annual General Meeting foi granting approval to the Rights Issue.
In order to facilitate the issue the Authorised Capital and changes in
the Clauses to the Memorandum & Articles of Association is proposed.
Research & Development
R&D in El Forge is a continuous process. All efforts in product design
and process developmeni are directed at Customers satisfaction,
competitiveness, quality and responsiveness. This includes focus on
material wastage reduction by improvement in technology and equipment
with major emphasis at the Tool Room for value engineered die design
and manufacture. Simultaneous efforts are made at the shop floor to
improve manufacturing efficiency to sustain the development efforts.
industrial Relations
Employees at all levels have contributed to the performance of your
Company. Your directors place on record the co-operation of employees
during the year under report.
Fixed Deposits
The Company has as on 31st March, 2010 deposits amounting to Rs.68.93
lakhs. The provisions of Section 58A of the Companies Act, 1956 and the
Companies (Acceptance of Deposit Rules) 1975 have been complied with in
respect of the acceptance of deposits and all deposits that have
matured and claimed during the year were paid on the due dates.
Statement pursuant to Section 217(2A) of the Companies Act, 1956
None of the employees come within the purview of Section 217(2A) of the
Companies Act, 1956.
Information as per Section 217(1)(e) of the Companies Act, read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988
in terms of the above rules, your Board is pleased to give the
particulars of the Conservation of energy, Technology absorption and
the Foreign Exchange earnings and outgo as prescribed therein, in the
Annexure which forms part of the Directors Report.
Listing of Shares
Your Companys shares are listed on the following Stock Exchanges
namely,
1. Madras Stock Exchange Limited (As per MSE / NSE agreement, your
Companys shares are allowed for trading in NSE Platform.
2. Bombay Stock Exchange Limited
3. Ahmedabad Stock Exchange Limited
Corporate Governance
Your Directors are pleased to report that your Company is fully
compliant as on March 31, 2010 with the SEBI Guidelines on Corporate
Governance as incorporated in Clause 49 of trie Listing Agreement with
the Stock Exchange.
A detailed report on this subject forms part of this report.
Directors
Mr.V.Ramachandran and Mr.KJ.Ramaswamy, Directors retire by rotation at
the ensuing Annual General Meeting and being eligible offer themselves
for re-election.
Directors Responsibility Statement under Section 217(2 A A) of the
Companies Act, 1956
The Directors state that
a) In the preparation of Annual Accounts the applicable accounting
standards had been followed.
b) The Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2010 and of the Profit or Loss of the
Company for that period.
c) 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
irregularities. d) The Directors had prepared the Annual accounts on a
going concern basis.
Auditors
M/s P.Rajagopalan & Co..Chartered Accountants, Chennai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for reappointment.
The declaration under Section 224(1 -B) of the Companies Act, 1956 has
been received from them to this effect.
Acknowledgements
The Company places on record the unstinted co-operation Corporate Debt
Restructure (CDR), IDBI Mumbai and Bankers, State Bank of India, Axis
Bank Limited, Union Bank of India, IDBI Bank Ltd, Royal Bank of
Scotland (RBS), Export Import Bank of India, Indusind Bank Ltd, Kotak
Mahindra Bank Ltd and SBI Global Factors Ltd. We also thank all our
Customers, Suppliers and others connected with the business for their
co-operation. We sincerely thank the shareholders for their unstinted
support.
By Order of the Board
Place: Chennai V.SRIKANTH
Date : 15-07-2010 EXECUTIVE CHAIRMAN
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