To the Members
Your companys Directors are pleased to present the 22nd Annual Report of theCompany along with the audited accounts for the financial year (Fifteen months) ended 30thJune 2013.
1.1 Financial Results
The financial performance of the Company for the financial year (fifteen months) endedJune 30 2013 is summarized below :
| || || ||(Rs. in Lacs) |
|Sr.No. ||Particulars ||Financial Year ||Financial Year |
| || ||2012 - 2013 ||2011 - 2012 |
| || ||(For Fifteen Months) ||(For Twelve Months) |
|1 ||Sales ||79940 ||109044 |
|2 ||Profit Before Depreciation and Amortisation Expenses Finance Cost and Tax Expenses ||(4244) ||(10123) |
| ||Less: Finance Cost ||20063 ||12705 |
| ||Depreciation And Amortisation Expenses ||7999 ||6673 |
| ||Profit Before tax ||(32306) ||(29501) |
| ||Less : Current Tax (Earlier Years) ||13 ||377 |
| ||Add: Deferred Tax (Assets) ||8876 ||13820 |
| ||Profit for the Year ||(23443) ||(16058) |
| ||Less: Prior Period Item ||- ||- |
| ||Add: Balance in Profit & Loss Account ||(15891) ||167 |
| ||TOTAL ||(39334) ||(15891) |
| ||Less: Appropriation : || || |
| ||Proposed Dividend on Equity Shares ||0.00 ||0.00 |
| ||Tax on Dividend ||0.00 ||0.00 |
| ||Closing Balance ||(39334) ||(15891) |
1.2 Segmentwise Turnover
| || || ||(Rs. in Lacs) |
|Sr.No. ||Particulars ||Financial Year 2012-13 ||Financial Year 2011-12 |
| || ||(Sales) ||(Sales) |
| || ||(For Fifteen Months) ||(For Twelve Months) |
|1 ||Solvent Extraction ||7686 ||29194 |
|2 ||Paper ||31750 ||33271 |
|3 ||Power ||11062 ||12531 |
|4 ||Cement ||29443 ||34048 |
| ||Total ||79941 ||109044 |
Note: The board of directors in its meeting held on 30.03.2013 decided to extend itsfinancial year by three months and hence all the figures in the annual report for the yearended 2012-13 is for fifteen months instead of twelve months.
Financial Operations :
During the period under review the company achieved a turnover of Rs. 79941 Lacs ascompared to Rs 109044 Lacs during the previous year 2011-12. The company earned negativeprofit of Rs. 23443 Lacs during the year. The accumulated loss of the company reached toRs. 39334 Lacs.
The accumulated losses i.e. losses incurred during the year plus the carried forwardlosses exceed the net worth of the company and hence the networh of the company is erodedas on 30th June 2013. The Company requires to apply to the BIFR under the provision ofChapter III of Sick Industrial Companies (Special Provisions) Act 1985 for determinationwhether the Company is a Sick Industrial Company or not. Hence the board of the directorsof the company in its meeting held on 29th August 2013 has decided to refer to Board forIndustrial & Financial Reconstruction (BIFR).
BIFR after registration will appoint an Operating Agency to examine and recommend themeasures for revival of the Sick Company. The Management of the Company will take allpossible steps for revival of the company.
In view of losses Directors regret their in ability to recommend dividend for thefinancial year ended 30th June 2013.
Subsidiary Company :
The company has four wholly owned subsidiary companies as on June 30 2013. The namesare (i) Murli Cement Limited; (ii) Murli Cement (Maharashtra) Limited; (iii) MurliCement (Rajasthan) Limited; and (iv) Murli Cement (Karnataka) Limited. The companies areincorporated but yet to start their operation. The board in its meeting held on May 92013 proposed not to attach the balance sheet of the subsidiary companies. The companyapplied to the Ministry of Corporate Affairs for the general exemption from attachingbalance sheet P&L accounts and other reports of the subsidiary companies.
The Corporate Debt Structuring (CDR) is being implemented vide the CDR Cell. The Periodof scheme was sanctioned for ten years from the cutoff date i.e. 1st September 2010. Thecompany on the same applied to the banks for reworking of the CDR in view of non releaseof facilities by bankers during the moratorium period and further deteriorating in thefinancials of the company. The decision of the consortium members is awaited.
Stock Exchange Information
The Equity shares of the Company continue to remain listed on the Bombay Stock Exchangeand National Stock Exchange and the annual listing fees have been paid to all theExchanges. The Stock Exchange Kolkata accepted the pending application for delisting ofthe company and the company delisted from the Exchange with effect from 13th March 2013.USD 5.5 Million Foreign Currency Convertible Bond (FCCB) matured on February 5 2012. TheFCCB of the company delisted from Singapore Stock Exchange with effect from March 092012.
Registrar & Transfer Agent:
Link Intime India Private Limited C-13 Pannalal Silk Mills Compound L.B.S MargBhandup (West) Mumbai 400078 is the Registrar and Share Transfer Agent of thecompany for the physical and demat shares. The members are requested to contact theRegistrar directly for any of their requirements.
Corporate Governance Report and Management Discussion and Analysis Statement
The Auditors M/S Demble Ramani & Co. have certified the Companys complianceof the requirements of Corporate Governance in terms of Clause 49 of the ListingAgreement. The said Certificate together with the management discussion and analysisstatement is attached with and forms part of this Report.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of The Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed that:
(1) In the preparation of the annual accounts for the financial year ended June 302013 the applicable accounting standards read with requirements set out under Schedule VIto the Companies Act 1956 have been followed and there are no material departures fromthe same;
(2) The directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at June 30 2013 and the profit andloss of the Company for the year ended on that date;
(3) The directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
(4) The directors have prepared the Annual Accounts of the company on a goingconcern basis.
(5) AS 22 of ICAI adopted this year for the preparation of deferred tax assets anddeferred tax liability of the company.
CEO / CFO Certificate:
The Chairman and Managing Director and the Chief Executive Officer of the Company giveannual certification on financial reporting and internal controls to the Board in terms ofClause 49. The Chairman and Managing Director and the Chief Executive Officer also givequarterly certification on financial results while placing the financial results beforethe Board in terms of Clause 41 of the Listing Agreement.
The period of Five years of Shri Nandlal Maloo Managing Director of the company willend on 24th September 2013. The remuneration committee and the board of directorsapproved his appointment for next five years subject to the approval of shareholders inthe ensuing AGM at the existing remuneration. Further Shri Bajranglal Maloo Shri LalchandMaloo Shri Sunil Kumar Maloo and Shri Yashpal Dhiman Whole time directors of the companywill also retire at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. The Remuneration committee and the Board recommend theirreappointment as Directors for next five years subject to their retirement by rotationsubject to approval of the shareholders in the ensuing AGM at their existing salary.
Shri Shobhagmal Maloo existing non-executive chairman has resigned from the post ofchairman and director of the company due to health and his commitment towards social work.The board accepted his resignation in its meeting held on 9th May 2013. Further the boardappointed him as a Chairman Emeritus of the company considering his contribution towardsthe company. The board of directors of the Company in its meeting held on 29th August2013 appointed Shri Nandlal Maloo as Chairman of the Company alongwith the ManagingDirector.
M/s. Demble Ramani & Co. Chartered Accountants statutory Auditor of the Companywill retire at the conclusion of the ensuing Annual General Meeting and is eligible forreappointment. It has shown its willingness to accept reappointment and has furtherconfirmed its eligibility under section 224(1B) of the Companies Act 1956 and notdisqualified for reappointment within the meaning of Section 226 of the said Act.
The Central Government has approved the appointment of the M/s Khanuja Patra &Associates cost auditors for conducting the Cost Audit for the Agro Business PaperBusiness and Cement Business for the financial year 2012-13.
Interpersonnel relations in the Company remained harmonious during the periodunder review. Particulars as required under Section 217 (1)(e) of the Companies Act 1956relating to Conservation of Energy and Technology Absorption are provided in the annexureto this report together with particulars of Employees as required under section 217(2A)(a) of the Companies Act 1956.
Appreciation & Acknowledgment
Directors wish to place on record their deep appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry.
The Board place on record their deep appreciation for the support and co-operationwhich your company has been receiving from its suppliers distributors business partnersand other associated with the company as its trading partner.
Directors also take this opportunity to thank all investors clients VendorsFinancial Institutions Banks Government & Semi-Government authorities and stockexchanges for their continued support.
| ||For and on behalf of the Board of Directors |
| ||For Murli Industries Limited |
| ||Sd/- |
| ||Nandlal Maloo |
| ||Chairman & Managing Director |
|Place: Nagpur || |
|Date:14th November 2013 || |
Annexure to the Report of the Directors:
Information under section 217(e) of the Companies Act 1956 read with companies(Disclosure of particulars in the report of Board of Directors) Rules 1988 and formingpart of the Directors Report
(I) Conservation of Energy
The power generated by Captive Power Plants situated at Paper Unit Umred Nagpur andCement Plant Chandrapur are used for captive consumption thus saving the overheads onpower & conserving energy as well. The company established the power unit with advancetechnique and latest machinery for maximum utilization and saving the power pilferage.Also the company utilized the electric saver equipment in all the factories and officepremises for saving the maximum power possible. It shows the great result by saving thepower to a great extent. Further to conserve the energy at best possible way necessarysteps has been taken wherever it was required.
All manufacturing units of the Company continued the endeavor to improve specificenergy consumption a measure of energy used per unit of consumption.
(II) Impact of measures above for reduction of energy consumption and consequent impacton the cost of production of goods
Energys conservation measures initiated across the companys businesses haveresulted in significant savings and helped partially offset the inflationary trend in thefuel/electricity costs. Business wise specific energy consumption figures indicate verycompetitive performance. The energy saving also helped the company to reduce total CarbonDioxide emissions.
Information under section 217 (2A)(a) of the Companies Act 1956 read with companies(Disclosure of particulars in the report of Board of Directors) Rules 1988 and formingpart of the Directors Report :
(I) FORM A :
(a) Power and Fuel Consumption
|Products ||2012-2013 (For Fifteen Months) De-oiled cake Refined Oil Duplex Board Newsprint Writing Printing Paper Power SBS & Cement ||2011-2012 (For Twelve Months) De-oiled cake Refined Oil Duplex Board Newsprint Writing Printing Paper and Power SBS & Cement |
|1. ELECTRICITY || || |
|(i) Purchased || || |
|Units (KWH)Lacs ||170.58 ||277.49 |
|Total Amount (Rs. Lacs) ||1358.63 ||1854.57 |
|Rate/Unit (Rs.) ||7.96 ||6.68 |
|(ii) Own Generation (MW) ||1776.76 ||1832.65 |
|2. COAL || || |
|Steam Coal (MT) ||366804.74 ||470098.27 |
|Total Cost (Rs. Lacs) ||6314.74 ||9353.12 |
|Avg. Rate (Rs. /MT) ||1721.55 ||1989.61 |
|3. OTHER / INTERNAL ||NIL ||NIL |
|GENERATIONS || || |
(b) Consumption per unit of Production
|Products ||2012-2013 (For Fifteen Months) De-oiled cake Refined Oil Duplex Board Newsprint Writing Printing Paper Power SBS & Cement ||2011-2012 (For Twelve Months) De-oiled cake Refined Oil Duplex Board Newsprint Writing Printing Paper Power SBS & Cement |
|Electricity (KWH) ||199.72 ||186.12 |
|Steam Coal (MTs) ||0.38 ||0.41 |
|Others ||NIL ||NIL |
(II) Technology Absorption
Research and Development (R & D)
The Company established research and development centre for the cement products atCement Unit Chandrapur. This centre has been concentrating on the research anddevelopment of cement products and its best use. The company with the association of SOPAhas been carrying out R&D activities in Soya Segment for best possible production ofsoyabean in the adverse condition of the Vidarbha Region and its neighbor States.
Technology Absorption Adaptation and Innovation :
Company has already established the latest technology available in the technical field;however it seeks to introduce new innovations for increasing the production capacity andfor better quality of its products.
(III) Foreign Exchange Earnings and Outgoings
The Company exported Soya De-oiled Cake News Print Writing Printing Papers and DuplexBoard to Bangladesh and Srilanka. However foreign exchange outgoings were on account ofImport of Waste paper for Companys Duplex Board Newsprint Writing Printing Unitsand SBS Board Unit for the current as well as previous year.
|Sr.No. ||Particulars ||2012 - 2013 ||2011 - 2012 |
| || ||(For Fifteen Months) ||(For Twelve Months) |
|1 ||FOB Value of Exports (In Lacs) ||INR 42.00 ||INR 202.00 |
|2 ||FOB Value of Exports (In Lacs) ||USD 0.80 ||USD 4.00 |
|3 ||Foreign Exchange Outgoings || || |
|4 ||CIF Value of Imports (In Lacs) ||INR 1553.00 ||INR 4763.00 |
|5 ||CIF Value of Imports (In Lacs) ||USD 29 ||USD 102 |
Annexure to the Report of the Directors related to Employees Remuneration U/sec217(2A)(a):
|Name ||Age ||Desig- nation ||Gross Remun- eration ||Net Remun- eration ||Qualification ||Experience ||Date of Commen- cement of Employment ||Previous Employer |
|*Shri Kamal Kishore Tapadia ||62 ||CEO ||Rs. 72/- Lacs p.a. ||Rs. 540000 per month ||BE (Mechanical) ||36 yrs. ||01/04/2013 ||Universal Construction Machinery & Equipment Ltd. Pune |
Note: Joined on 01.04.2013.