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Andrew Yule & Company Ltd.

BSE: 526173 Sector: Others
NSE: ANDREWYULE ISIN Code: INE449C01025
BSE 00:00 | 13 Nov 15.70 -0.35
(-2.18%)
OPEN

15.75

HIGH

15.95

LOW

15.55

NSE 05:30 | 01 Jan Andrew Yule & Company Ltd
OPEN 15.75
PREVIOUS CLOSE 16.05
VOLUME 29781
52-Week high 24.60
52-Week low 10.41
P/E 65.42
Mkt Cap.(Rs cr) 768
Buy Price 15.50
Buy Qty 102.00
Sell Price 15.85
Sell Qty 500.00
OPEN 15.75
CLOSE 16.05
VOLUME 29781
52-Week high 24.60
52-Week low 10.41
P/E 65.42
Mkt Cap.(Rs cr) 768
Buy Price 15.50
Buy Qty 102.00
Sell Price 15.85
Sell Qty 500.00

Andrew Yule & Company Ltd. (ANDREWYULE) - Director Report

Company director report

& Management Discussion and Analysis Report

Your Directors have pleasure in presenting the Annual Report and Accounts of theCompany for the financial year ended 31st March, 2013.

(01.0) FINANCIAL RESULTS:

(Rs. in lakh)
Profit before Taxation 1400.20
Less: Tax Expenses:
(a) Provision for Current Tax 254.44
(b) Deferred Tax 10.76
265.20
Profit for the year (PAT) 1135.00
Add: Balance brought forward from last Account (-) 3917.87
Balance carried over to Balance Sheet (-) 2782.87

(02.0) DIVIDEND:

In view of the accumulated loss which is yet to be absorbed, your Directors regrettheir inability to recommend payment of any dividend for the year ended 31st March, 2013.

(03.0) CONTRIBUTION TO NATIONAL EXCHEQUER:

Your Company contributed Rs.1,379.43 lakhs during the year to national exchequer by wayof taxes, duties, levies, cess, etc.

(04.0) OPERATIONS:

(04.1) Tea:

The Tea Division achieved a sales of Rs.178.35 crores, earned a profit of Rs.21.53crores as compared to a profit of Rs.11.89 crores in previous year.

(04.2) Electrical:

During the year the Division achieved a sales of Rs.84.00 crores and recorded a lossRs.13.20 crores as compared to loss of Rs.7.20 crores in previous year.

(04.3) Engineering:

During the period under review the Division achieved a sales of Rs.40.83 crores, andrecorded a profit of Rs.2.16 crores as compared to a profit of Rs.0.63 crores in previousyear.

(04.4) General:

During the period under review the Division recorded a profit of Rs.3.51 crores ascompared to a profit of Rs.6.68 crores in previous year.

(05.0) BIFR STATUS:

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the'Cut-of-Date' of 31st March, 2006.

The impact of most of the relief’s and concessions given by Secured Creditors andother stakeholders viz. Government of India & Government of West Bengal, Government ofAssam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approvedRehabilitation Scheme has been considered in the books of accounts during the year 2007-08to 2012-13. Balance will be considered in the Books of Accounts for the year 2013-14.

(06.0) FIXED DEPOSIT:

Deposits from the public and others amounted to Rs.NIL as on 31st March, 2013.

(07.0) EXPORT:

The Company's exports during the year were Rs.210.61 lakhs on F.O.B. basis.

(08.0) PROSPECTS:

Your Company is in existence for long 150 years and the year 2012-13 be the sixthconsecutive year of making profit by your Company since its turnaround in 2007-08. YourCompany has drawn up its Road Map to reach a turnover of Rs.1000 crores by 2020, for whichexpansion and diversification programme are being taken up.

Your Company's financial results in current fiscal year have been encouraging and it isexpected that your Company will be able to set a new land mark in turnover and growth bythe end of current financial year.

(09.0) SUBSIDIARY:

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued tobe profitable. The sales achieved was Rs.949.76 lakhs compared to Rs.1,579.20 lakhs in theprevious year. The profit before tax recorded was Rs.10.59 lakhs as against Rs.53.48 lakhsin the year 2011-2012.

(10.0) CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS:

As required under Section 217(1)(e) of the Companies Act, 1956 (Act) read with Rule 2of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule1988, the information is annexed.

(11.0) AUDITORS' REPORT:

In respect of the comments made by the Statutory Auditors in their report, yourDirectors have to state as under:

(a) Diminution in the value of long term equity investment amounting to Rs.27.88 lakhsin Yule Financing & Leasing Co., Ltd. (YFLC), a Company managed by AYCL, is in theopinion of the management not of a permanent nature and accordingly no provision has beenmade in the Accounts. A suitable disclosure in this regard has been made in the NoteNo.10.08 (i).

(b) Diminution in the value of long term equity investment amounting to Rs.14.50 lakhsin WEBFIL Ltd., is in the opinion of the management not of a permanent nature andaccordingly no provision has been in the Accounts. A suitable disclosure in this regardhas been made in the Note No.10.08 (ii).

(12.0) COMPTROLLER & AUDITOR GENERAL OF INDIA'S REVIEW AND COMMENTS:

The Comptroller and Auditor General of India has no comments upon or supplement to theAuditors' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of theCompany for the year ended 31st March, 2013. Comments of the Comptroller & AuditorGeneral of India is annexed to this report.

(13.0) HUMAN RESOURCES DEVELOPMENT:

The Company considers its human resources as valuable assets and endeavours to providean environment where each employee is motivated to contribute his best to achieve theCompany's objective. Training and development of its personnel is a priority and isensured though succession planning, job rotation, on the job training & trainingprogramme workshops. Total number of training mandays during 2012-13 were 446 (2011-12:270) imparted in house, at some professional institutes in India and at Chambers ofCommerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March,2013 stood at 15043.

(14.0) MAJOR ACCOUNTING POLICIES:

The major accounting policies of the Company are annexed to the Accounts.

(15.0) CORPORATE GOVERNANCE REPORT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report onCorporate Governance together with a certificate from the Auditors regarding compliance ofconditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report, yourdirectors have to state that appointment of requisite number of Non-Executive IndependentDirector on Board by Competent Authority is still under process.

(16.0) CORPORATE SOCIAL RESPONSIBILITY:

Your Company, under its CSR (Corporate Social Responsibility) Project Scheme, havetaken up different projects viz. "Yule Centre for Learning" Vocational TrainingCenters, Medical Camps, Village Development Programme, Creation of Drinking WaterFacilities, Awareness Programmes during 2012-13 on different types of social issue andincurred Rs.30.91 lakhs.

List of major CSR initiative had been taken by your Company during 2012-13 are:

(i) Vocational Training Centre at Binnaguri near Banarhat Tea Estate in the District ofJalpaiguri in West Bengal in collaboration with Siliguri Based NGO "Niswarth".

(ii) Infrastructural facilities in a remote village called Kalagaiti, near Oodlabari,P.S. Malbazar, District Jalpaiguri (WB) in collaboration with NGO "Niswarth".

(iii) Women Empowerment Project for Vocational Training on Tailoring with SewingMachines and accessories in a village Dihingica near Hoolungooree Tea Estate, DistrictGolaghat, Assam in collaboration with NGO "Garia Sarda Home for Women & ChildrenWelfare", Kolkata.

(iv) Supply of Free Sanitary Napkin (1000 girl students) to the Schools near Khowang,Bhamun and Hingrigan Tea Estates in the District of Dibrugarh in Assam, in collaborationwith NGO "Bhavishya Nirman".

(v) Installation of 6 Nos. of electric Water Pump with overhead tank in collaborationwith the NGO "District Multipurpose Development and Information Centre",Naharkatia.

(vi) Vocational training for youngmen in Electrical Trade, in Thakurpukur TrainingCentre, Rasapunja, 24 Parganas (South) in association with NGO "LilyFoundation", Tollygunge, Kolkata.

(vii) Vocational training for Mobile Repairing and Servicing Course in ThakurpukurTraining Centre, Rasapunja, 24 Parganas (South) in association with NGO "LilyFoundation", Tollygunge, Kolkata.

(viii) Vocational training for Jute Jewellery Project in collaboration with NGO"Sutanutir Sakhya", Kolkata at Madhyamgram Municipality Area.

(ix) Vocational training for Jute Bag Making in collaboration with NGO "SutanutirSakhya", Kolkata at Rajarhat Bishnupur, 1 & 2, Panchyat, North 24 Parganas.

(x) Vocational training in Livelihood training for the women on jute Office items(File, Folder and others) in collaboration with NGO "Sutanutir Sakhya", Kolkataat Rajarhat, Bishnupur, 1 & 2, Panchayat, North 24 Parganas.

(xi) Drinking water facilities to the Corporation School run by Perungudi Panchayat inthe nearby area of our unit at Chennai of Electrical Division.

(xii) Night School for Street Children at "Yule House", to uplift the PoorStreet Children and 50 children had enrolled their names who are attending their classregularly.

(xiii) Sponsored for the Blood Donation Camp Organised by Vinay Nagar Bengali SeniorSecondary School at Sarojini Nagar, New Delhi.

(17.0) CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard 21 Consolidated Financial Statements form partof this Annual Report & Accounts.

(18.0) DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures whereverapplicable.

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgement and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end the Accounting year and ofthe profit/loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared annual accounts on a going concern basis.

(19.0) AUDITORS:

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co.,Chartered Accountants as Auditor for the year ended 31st March, 2013.

M/s. Subhadra Dutta & Associates, Cost Accountants had appointed as Cost Auditorsfor Tea & Electrical Divisions and M/s. DGM & Associates, Cost Accountants hadappointed as Cost Auditors for Engineering Division for the year ended 31st March, 2013.The due date for filing Cost Audit Report for the financial year 2012-13 is 30thSeptember, 2013.

(20.0) DIRECTORS'

The Central Government had extended the tenure of Shri Kallol Datta, Chairman &Managing Director of the Company beyond 31st March, 2013, for a period of three years oruntil further order whichever would be the earlier, under the existing terms andconditions.

The term of Shri A.R. Nagappan, Special Director nominated by BIFR had expired on 6thNovember, 2012.

Shri S.K. Goyal, Director of the Company, retires from the Board by rotation and beingeligible offers himself for re-appointment.

(21.0) ROLE OF VIGILANCE:

The Vigilance Department of your Company contributed to various, spheres of theCompany's functions, in a meaningful manner. Though the main stream activities are onprevention of corruption for which the orthodox methods of carrying out periodic andsurprise inspection are in place, the Vigilance Department focused on revision of extantrules, procedures and systems to bring adequate transparency and reduce human interface invarious operation of the Company.

CVC guidelines which was received by the Company from time to time were followed aspreventive measures.

On the Punitive side, confidential enquiries and investigations were initiated onverifiable complaints brought to the notice of Vigilance Department and appropriatedisciplinary action set-in motion as and when mis-conduct were prima facie established.

(22.0) RAJBHASA:

Your Company is committed to the implementation of the Official Language Policy ofGovernment of India and has complied with the requirements under the Official LanguageAct, 1963, and the rules thereunder.

(23.0) PARTICULARS OF EMPLOYEES:

No employee of the Company received remuneration in excess of the limit prescribed inSection 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars ofEmployees) Rules, 1975 as amended.

(24.0) ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the endeavour of the employees atall levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperationreceived from Department or Heavy Industry, Ministry of Heavy Industries & PublicEnterprises, Government of India as well as other Ministries in both Central and StateGovernments.

The Board is also thankful to the Company's valued shareholders, esteemed customers fortheir valued patronage and for the support received from the bankers, financialinstitutions, bondholders and suppliers in India and abroad.

On behalf of the Board

KALLOL DATIA

Chairman & Managing Director.

Place : Kolkata,

Date : 8th August, 2013.

ANNEXURE TO DIRECTORS' REPORT

Management Discussion & Analysis.

Business Scenario:

The overall outlook for the year 2013-14 seems to be positive, considering the factthat, various strategic measures undertaken by the Company have produced the desiredresults, specially the improvement in operational efficiency.

With continued emphasis on improvement of yield and quality of tea along with thecurrent favourable trend in both the domestic and international tea markets, your TeaDivision is expected to yield better results in the year 2013-14.

Your Engineering Division has shown signs of improvements in spite of adverse marketconditions and delay in execution of the projects by the customers. The ElectricalDivision is experiencing un-remunerative prices due to reduced off-take by the customers.Therefore, the order intake was regulated to achieve a reasonable value addition in orderto contain the losses. The market conditions are expected to recover as at present, thescenario in the areas, in which these Divisions operate, is undergoing a slower growth.The Company has drawn up a roadmap to augment the turnover in the coming years for whichexpansion and diversification programmes are being taken up.

Opportunities & Threats:

Your Tea Gardens have the potential to achieve higher yield, produce best quality oftea and to reach within the top 10 positions in the Batting Order for each of the TeaGardens. But, tea is a cyclic nature of business. It is price sensitive to domestic andglobal demand and limits scope of growth due to limitation of land. In addition,intensified Plantation programme is being carried out at the Tea Garden to sustainimprovement in quality and yield.

The Engineering and Electrical Divisions' performances are linked to power generation,transmission and distribution sectors growth. The electrical industry is undergoing asluggish demand phase due to the various reasons attributable to fuel-linkageinfrastructure and financial restructuring of utilities. It is expected that measurestaken by the Government will result in boosting up the growth in this sector. The presentsituation has put pressure on value addition. In order to improve the performance, planshave been made to increase the turnover by broadening the production bandwidth which isexpected to result in increased turnover and reduction of losses to substantial extent.

Segment-wise Performance:

The Company is a multi-segment Company as reported in Note No.10.13 in the Accounts.

Outlook:

The overall outlook for the year 2013-14 is expected to be positive in spite of adverseclimatic conditions for Tea Division. For Engineering and Electrical Divisions the year2013-14 will be a challenging one owing to lesser price realization consequent to idlecapacities of the industries.

Risk & Concerns:

Apart from normal risk applicable to an industrial undertaking, the Company does notforesee any serious area of concern.

Financial Performance:

The detail financial performance of the Company are appearing in the Balance Sheet andProfit & Loss Account for the year. Results indicates an upward trend in Company'soverall performance. It has ensured around 16% growth in turnover during the year 2012-13as compared to the preceding year and recorded a profit of Rs.14.00 crores before tax.

Human Resource:

During the year, employer and employee relationship remained cordial.

INFORMATION PURSUANT TO SECTION 217(1)(E) OF THE COMPANIES ACT, 1956.

(1) CONSERVATION OF ENERGY:

(A) Energy Conservation Measures taken:

(i) The Company has formulated Energy Management Policy to be implemented across allthe Divisions of the Company.

(ii) Based on the energy audits conducted, the following measures have been taken:

- In the Tea Division, the outdated gas based electricity generations are beingreplaced by new energy efficient generators.

- Engineering Division have initiated measures in modification of Heat TreatmentFurnace to improve the efficiency and reduce fuel consumption. Further, for the higherfuel consumption, diesel generators are being replaced.

- With energy efficient Diesel Generator which will result in reduction of fuelconsumption.

- Chennai Unit of Electrical Division has embarked in installation of Small WindElectric Generators which will meet part of energy requirement of administrative building.Impact of the measures of the above :

After successful commissioning of the above equipments, the fuel cost of the respectiveDivisions will reduce thereby cost savings.

FORM-A

ANDREW YULE & COMPANY LIMITED: TEA DIVISION:

2012-13 2011-12
A. CROP KGS 11134024.00 10817271.00
1. ELECTRICITY
(a) PURCHASED
UNIT KWH 9977858.00 9900718.00
TOTAL AMOUNT Rs. 79690576.00 66010015.00
RATE/UNIT Rs. 7.99 6.67
(b) (i) OWN GENERATION- THROUGH GENERATOR (DIESEL)
UNIT KWH 1620992.00 1249381.00
TOTAL FUEL COST 28347632.00 18983390.00
TOTAL FUEL LTRS. 635748.00 483693.00
UNIT/LITRE OF DIESEL KWH 2.55 2.58
RATE/UNIT Rs. 17.49 15.19
(ii) THROUGH GENERATOR (NATURAL GAS)
UNIT KWH 337906.00 303772.00
UNIT/SCM OF GAS KWH 1.60 1.43
RATE/UNIT Rs. 8.25 7.28
2. COAL
QUANTITY MT 5757.00 5142.00
TOTAL COST Rs. 46858975.00 31969657.00
RATE Rs./MT 8139.00 6217.00
3. FURNACE OIL
QUANTITY LTRS. 29300.00 36650.00
TOTAL COST Rs. 1764868.00 1603696.00
RATE Rs./LTR 60.23 43.76
4. USE OF GAS FOR PROCESSING
QUANTITY SCM 2999080.00 3058623.00
TOTAL COST Rs. 29008526.00 28203345.00
RATE/UNIT Rs. 9.67 9.22
B. CONSUMPTION PER UNIT OF PRODUCTION
PRODUCTS BLACK TEA
ELECTRICITY KWH/KG 1.07 1.06
FURNACE OIL LTR/KG 0.02 0.02
COAL KG/KG 1.17 1.10
NATURAL GAS SCM/KG 0.48 0.50

FORM-B

(A) PARTICULARS FOR TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R &D):

(i) Specific areas inwhich R & D was carried put by the Company:

(a) Engineering Division has finalized the design parameters of the new series fan inbetween 42 and 65/2 to improve the energy efficiency of the fan which requires a softwaresupport.

- Action has been taken and sourcing of the required software procurement has beendone.

- Engineering Division has successfully completed optimization of design of fancomponent through FEA This will be an on going process for critical fan from now onwards.

(b) The Chennai Unit of Electrical Division has completed the assembly of the impulseGenerator and will be commissioned in July, 2013.

(ii) Benefit derived as well as results of the above R&D Works:

The benefits of implementation of the above projects will accrue in the currentfinancial years.

(iii) Future Plain of Action:

Engineering Division propose to taken up standardization of components for varioussizes of fans.

Development of new design of silencers for reduction of noise level of high speed fanto less than 85 db.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

(i) Efforts Made:

In order to broader, the product band-width, the Kolkata Unit of Electrical Divisionhas taken up the development of Energy Efficient Transformers for Rural ElectrificationProgramme. The manufacturing process was finalized and the Unit has geared up formanufacturing this range of transformers.

(ii) Benefits derived:

The orders have been received for the above transformers during the year 2012-13 andalso repeat orders are expected to flow out in the year 2013-14. The R&D effort helpto cater the need of changing requirements of the industry for achieving extra edge onthis competitive market.

(iii) Particulars of Imported Technology in the last 5 years: Nil.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings wee Rs.210.61 lakhs
Foreign Exchange outflow were Rs.2.04 lakhs.

On behalf of the Board

KALLOL DATIA

Chairman & Managing Director.

Place : Kolkata,

Date : 8th August, 2013.