61
Biddle Sawyer Limited
Directors’ Report to the Members
Your Directors are pleased to present the 67
th
Annual Report and the
audited accounts of the Company for the year ended 31
st
December 2012.
Financial Results
Year ended
31
st
December
2012
Year ended
31
st
December
2011
Rs. in lakhs
Rs. in lakhs
Revenue from Operations
21,48.18
40,44.61
Profit before Tax
9,80.17
23,73.40
Less: Tax expense
3,18.02
7,75.07
Net profit for the year
6,62.15
15,98.33
Add: Opening surplus brought
forward from previous year
53,46.78
60,07.24
Less: Appropriations
Interim Dividend (including tax
on distributed profits)
Transfer to General Reserve
25,56.90
66.22
20,98.96
1,59.83
Closing surplus carried forward
33,85.81
53,46.78
Dividend
In view of the Interim Dividend of Rs. 229.17 per share declared during the
year, the Directors do not recommend a final Dividend for the year.
Operations
The Net Sales for the year ended 31
st
December 2012 were Rs. 21.48 crores
as compared to Rs. 40.45 crores for the previous year. Sales declined in
the current year mainly due to the discontinuation of a formulation. The
Profit before Tax was Rs. 9.80 crores as compared to Rs. 23.73 crores for
the previous year.
Directors
Mr. M. B. Kapadia retires by rotation and being eligible offers himself for
re-appointment. The Board recommends his re-appointment.
Directors’ Responsibility Statement
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that the Directors have 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 at the end of the financial year ended
31
st
December 2012 and of the profit of the Company for that year;
(iii) that 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;
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
Information Pursuant to Section 217 of the Companies Act, 1956
There are no employees covered within the purview of the provisions of
Sub-Section (2A) of Section 217 of the Companies Act, 1956, as amended
by Companies (Particulars of Employees) Rules, 1975.
Additional information on Conservation of Energy, Technology Absorption,
Foreign Exchange earnings and outgo as required to be disclosed in terms of
Section 217(1)(e) of the Companies Act, 1956, read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,
is annexed.
Appointment of Auditors
Members are requested to re-appoint Cornelius and Davar, Chartered
Accountants, as the Auditors of the Company for the ensuing year and
fix their remuneration.
Appreciation
The Directors place on record their appreciation of the co-operation
received from the Company’s suppliers and trade associates during
the year.
For and on behalf of the Board
Mumbai,
Dr. H. B. Joshipura
Dated: 19
th
February 2013
Chairman
Annexure to Directors’ Report
A.
CONSERVATION OF ENERGY:
(a) Energy Conservation Measures taken : Nil
(b) Additional proposal or activities, if any : Nil
(c) Impact of measures taken : Nil
(d) Total energy consumption and energy Conservation per unit of
production : As per form A annexed hereto.
B.
TECHNOLOGY ABSORPTION:
(a) Efforts made in technology absorption : As per Form B
annexed hereto.
FORM ‘A’
FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO
CONSUMPTION OF ENERGY
I.
Power and Fuel Consumption:
Year ended
31
st
December
2012
Year ended
31
st
December
2011
1. Electricity:
(a) Purchased
Nil
Nil
Units Kwh
Total Amount Rs.
Rate/Unit Rs.
(b) Own Generation
Nil
Nil
2. Coal
Nil
Nil
3. Furnace Oil & LSHS
Nil
Nil
4. Others
Nil
Nil
II.
Consumption per Unit of Production Standard:
Electricity (Units):
Nil
FORM ‘B’
FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO
TECHNOLOGY ABSORPTION
1)
Specific Areas in which R&D is carried out by the Company : Nil
2)
Benefits derived as a result of the above R&D : Nil
3)
Future plan of action : Nil
4)
Expenditure on R&D
31
st
December 2012
Rs. in lakhs
1)
Capital
Nil
2)
Recurring
Nil
3)
Total
Nil
4)
Total R&D expenditure as percentage of total turnover
Nil
Technology absorption, adaption and innovation
1)
Efforts in brief made towards technology absorption, adaption and
innovation:
Adaptive development of products and processes with the objective
of cost reduction.
2)
Benefits derived as a result of above efforts:
Product improvement and cost reduction which are reflected in the
quality and stability of products.
3)
In case of imported technology (imported during the last 5 years)
(a) Technology Imported – NA
(b) Year of Import – NA
(c) Has technology been fully absorbed – NA
(d) If not fully absorbed, areas where this has not taken place,
reasons therefor, and future plan of action – NA
C.
FOREIGN EXCHANGE EARNING AND OUTGO
(1) Activities relating to exports : Initiative taken to explore the
exports markets.
(2) Total Foreign Exchange earned and used:
31
st
December 2012
Rs. in lakhs
(1) Foreign Exchange earned
Nil
(2) Foreign Exchange outgo
– CIF Value of imports
5,65.94
(3) Travelling & Subscription
Nil
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