D AND H INDIA LIMITED
(FORMERLY KNOWN AS D AND H WELDING ELECTRODES (INDIA) LIMITED)
ANNUAL REPORT 2011-2012
Your directors have pleasure in presenting Twenty Seventh Annual Report on
the business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2012.
The operational performance of the Company for the period under review is
Year ended Year ended
(Rs. in lacs) (Rs. in lacs)
Gross Sales and other Income 7279.44 6163.87
Profit before Interest & Depreciation 467.12 325.56
Interest and Financial Charges 24.58 22.70
Depreciation 87.47 69.21
Net Profit for the year 355.07 233.65
Provision for Income tax (Current) 115.86 76.20
Balance carried from previous year 677.70 611.59
Profit available for appropriation 916.91 768.16
Provision for dividend &
Dividend distribution tax 43.00 40.46
Transfer to General Reserve 50.00 50.00
Balance carried to Balance sheet 823.91 677.70
The sales performance of the Company has shown improvement over the last
year. The cost effective measures have also contributed to the improved
performance in terms of profitability, inspite of significant increase in
the cost of raw materials.
Your directors are pleased to recommend a dividend of 5% (Re. 0.50 per
share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all
shareholders whose names appear in the Register of Members as on the book
Your company has chalked out a plan to grow in the export market. This
segment of the business is expected to grow at a faster rate, in the coming
Company is in the process of expanding its capacity and is also entering
into allied business. The Company had already taken steps for the purpose
of expansion and diversification and for this funds have been arranged
through internal sources.
Mr. J.C. Kapur and Mr. Nirmal Lunia, Directors are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for the re-appointment. The Board of Directors recommends their
Report on Corporate Governance is enclosed and is forming part of the
Directors` Report. A certificate from the Statutory Auditors of the Company
regarding Compliance of the conditions of the Corporate Governance is
attached to this report.
Company has not accepted any deposits within the meaning of Section 58A and
58AA of the Companies Act, 1956 and the rules made there under.
DIRECTOR`S RESPONSIBILITY STATEMENT:
In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your
directors confirm that:-
(i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
(ii) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that they are reasonable and
prudent so as to give a true and fair view of the state of affairs of your
Company at the end of financial year and of the profit of your Company for
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Details of Conservation of Energy and Technology Absorption under
provisions of Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of particulars in the report of Board of Directors)
Rules, 1988 are given as Annexure to this report.
Foreign Exchange earning was 68.21 Lacs and the outgo was Rs.127.06 Lacs
during the Year.
M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the
Company are liable to retire by rotation at the ensuing Annual General
Meeting and who being eligible offer themselves for re-appointment. The
Board recommends their re-appointment.
Report of the Auditors and their observations on the Accounts of the
Company for the year under review is attached herewith.
PARTICULARS OF EMPLOYEES:
There is no information to be given in terms of section 217(2A) of the
Companies Act, 1956 read with the rules framed there under.
The Directors thank the customers, vendors, investors, business associates
and bankers for their support to the Company.
The Directors also thank the Government of India, the Concerned State
Governments and other Government Departments and Government Agencies for
FOR AND ON BEHALF OF THE BOARD
VASUDEO S. BHATE
DATE : 11th August, 2012.
ANNEXURE TO DIRECTORS` REPORT:
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY:
The company is not covered under the list of specified industries. However,
required energy conservation measures were already taken to ensure optimum
power consumption to the extent necessary.
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
1. Specific areas in which R & D }
carried out by the company. }
2. Benefit derived as a result of }
above R & D }
3. Future plan of action } No R&D carried out.
} Therefore no Expenses
4. Expenditure on R & D } were Incurred on R&D
a) Capital }
b) Recurring }
c) Total }
d) Total R & D expenditure as }
percentage of total turnover. }
Technology absorption, adaptation and innovation:
1. Efforts in brief made towards technology }
absorption adaptation and innovation. }
2. Benefits derived as a result of the }
above efforts e.g. product improvement, }
product development, imports substitution }
3. In case of imported technology (imported }
during the last 5 years reckoned from the } NIL
beginning of the financial year) }
a) Technology }
b) Year of Import }
c) If not fully absorbed areas where this }
has not taken place, reasons therefore and }
future plans of action. }
FOR AND ON BEHALF OF THE BOARD
PLACE: INDORE HARSHVORA VASUDEO S. BHATE
DATE : 11th August, 2012 MANAGING DIRECTOR TECHNICAL DIRECTOR
MANAGEMENT DISCUSSION AND ANALYSIS
The overall production of the Company was decreased by about 0.53% and
sales increased by 16.97% to Rs.72.79 Crores, as against 61.64 Crores in
the last year. The Profit before Tax was Rs. 3.55 Crores.
Opportunities & Threats:
Although the Company is facing a stiff competition from SSI Units, it is
posed to enter into new ventures in the welding line to add more products
into its product range. The profit-oriented business is given a thrust and
hopefully Company is all positive to make in roads in market leading of
first rung companies. The bigger problem is the unsteady pricing factor of
ferrous items of which prices are decided by London Metal Market.
Risks & Concerns:
Dependability on raw material supplies continues to be a big risk for the
Company to face. It is pertinent to ensure easy availability of raw
materials such as Rutile, Steel and Metals at fair prices.
Internal Control System:
The company has adequate internal control systems commensurate with the
nature and size of the business. All the transaction are properly
authorized and recorded. The Company has an Audit Committee, which
regularly meets to review the Financial Reports and Statements of the
Company. It also invites the Statutory Auditors of the Company to get their
opinions and suggestions on the Company`s system of preparing and
maintaining financial statements and on the adequacy of its internal
Human Resources and Industrial Relations:
The Company assigns a great deal of importance to its human resources.
Industrial relations with the employees remained cordial during the year.
Human Resource Development activities had received considerable focus
during the year. The Directors wish to acknowledge the contribution of all
the employees in raising the performance of the Company.
Quality Management System ISO - 9001: 2008
Your company`s administrative office and works situated at Indore has been
certified as ISO 9001: 2008 by International Certification Services for
Quality Management System. The above Certification is valid upto December