Embed Size (px)
Citation preview
MAGNA INDUSTRIES AND EXPORTS.LTD
MUMBAI
24™ ANNUAL REPORT
2012-2013
www.capitaline.com
OVER VEIW AND INDUSTRY STRUCTURE:
The Rs.85,000 crore FMCG market in India is growing at a fast pace despite ofthe economic downtrend. The increasing disposable income and improvedstandard of living in most tier II and tire III cities are spearheading the FMCGgrowth across the nation. The changing profile and mind set of the consumershas shifted the thought to "Value for Money" from "Money for Value". Over theyears companies like HUL, ITC and Dabur have improved performance withinnovation and strong distribution channels. Their key categories havestrengthened their presence and outperformed peers in the FMCG sector. On thecontrary, Colgate Palmolive and Britannia Industries are strong in single productcategory i.e. tooth pastes and Biscuits. In addition companies have beensuccessful in reviving their presence in the semi-urban and rural markets.
The Indian FMCG sector is the fourth largest sector in the economy with a totalmarket size in excess of US$ 13.1 billion. It has a strong MNC presence and ischaracterized by a well established distribution network, intense competitionbetween the organized and unorganized segments and low operational cost.Availability of key raw materials, cheaper labour costs and presence across theentire value chain gives India a competitive advantage. The FMCG market is setto treble to US$ 33.4 billion in 2015. Penetration level as well as per capitaconsumption in most product categories like jams, toothpaste, skin care, hairwash etc in India is low, indicating the untapped market potential. Theburgeoning Indian population, particularly the middle class and the ruralsegments, presents an opportunity to makers of branded products to convertconsumers to branded products. Growth is also likely to come from consumer'upgrading' in the matured product categories. With 200 million people expectedto shift to processed and packaged food, India needs around US$ 30 billion ofinvestment in the food-processing industry.
Though fall of rupee against major currencies, new norms of standard-sizepackaging, increase in raw material costs due to upward spiraling interest ratesand inflation together might dent the performance of the fast moving consumergoods (FMCG) sector, still there is silver lining of growth momentum. Accordingto analysis, a sharp depreciation in the value of rupee and new packaging normsare going to have a drastic effect on the FMCG industry which is likely toincrease cost of regular products like biscuits, coffee, tea, toiletries and personalcare items in FY13. Input cost inflation, persistent rise in raw material price, risingfuel costs, fluctuation in the currency, dipping industrial growth, slowing globaleconomy together with an overall moderating consumer sentiment might lead toa slow volume growth of FMCG segment.
www.capitaline.com
KEY DRIVERS FOR GROWTH IN FMCG SECTOR:
• Rapid increase in the rate of urbanization,• Rise in disposable incomes enabling the companies to focus on premium
product brands,• Constant innovation in existing products from customer feedback,• Penetration to rural markets with strong distribution channels,• Rise in rural non-agricultural income and benefits from government
welfare programmes contributes to top-line growth for FMCG companies,• Investment in this sector stocks also attracts investor's attention because
the demand for FMCG products is throughout the year
KEY CONCERNS FOR FMCG SECTOR:
• Rise in inflation leading to increase in raw material costs,• New packaging norms from 1st July which is expected to increase cost of
regular products like biscuits, coffee, tea, toiletries and personal careitems by about 10% and more,
• Rising fuel cost leading to increase in distribution costs,• Decline in industrial growth,• Slowing economy will lead to lower demand of FMCG products affecting
its volume growth,• Sharp depreciation in the value of rupee against other currencies because
most companies such as Marico, Godrej Consumer Products, Colgate,Dabur, etc import raw materials. The margins of these companies will beunder pressure until the rupee stabilizes.
FUTURE OUTLOOK:
According to Nielsen's research report entitled "Consumer 360", the IndianFMCG market is estimated to grow to US$ 100 billion by 2025 from US$ 13billion in 2012. According to report, the key areas driving this growth would beincrease sales and acceptance of branded products, regular consumption ofFMCG goods, etc. However, this growth will not be smooth there will be someuntimely jerk led by economic slowdown, increase in inflation, etc.w
ww.capitaline.com
N O T I C E
Notice is hereby given that the Twenty Fourth Annual General Meeting of the Members ofMAGNA INDUSTRIES AND EXPORTS LIMITED, will be held on Monday. 30* September, 2013 atOffice No-2, Pittalwala Bldg, 17, Tilak Road, Santacruz (West) Mumbai: 400054 at 10,30 A.M. totransact the following business:
ORDINARY BUSINESS:>
1. To receive, consider, adopt and approve the Balance Sheet as at March 31, 2013 and theStatement of Profit and Loss for the year ended as on March 31,2013 along with Reports of theDirectors'and Auditors thereon.
2. To appoint a Director in place of Mr. Mohanlal Bhangar, who retires by rotation, and beingeligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr. Rajendra Mokashi, who retires by rotation, and beingeligible, offers himself for re-appointment.
4. To appoint M/s. P. Bohra & Co., Chartered Accountants, as Auditors of the Company and tofix their remuneration.
For and On behalf of theBoard of Directors
PLACE: MUMBAI SATISH BHANGARDATE: 14/08/2013 MANAGING DIRECTOR
www.capitaline.com
Notes:
i. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY.
The proxy form should be lodged with the Company at its Registered Office at least 48hours before the commencement of the Meeting.
ii. The Register of Members and Share Transfer Books of the Company will remain closedfrom Tuesday, 25th September 2013 to Monday, 30th September 2013 (both daysinclusive).
t
iii. Members are requested to promptly notify any changes in their addresses to the Company atits Registered Office.
iv. All documents referred to in the Notice are open for inspection at the Registered Office ofthe Company during office hours on all days except Sunday & public holidays between11.00 a.m. and 1.00 p.m. up to the date of Annual General Meeting.
v. For convenience of members, an attendance slip is annexed to the proxy form. Membersare requested to affix their signature at the space provided and hand over the attendanceslips at the place of meeting. The proxy of a member should mark on the attendance slip as'proxy'.
vi. IF THE MEMBERS HAVE ANY QUERIES ON THE AUDITED ACCOUNTS,DIRECTORS' REPORT & AUDITOR'S REPORT, THE SAME SHOULD BEFORWARDED TO THE COMPANY IN WRITING AT ITS REGISTERED OFFICEAT LEAST 10 DAYS BEFORE THE MEETING SO THAT THE SAME CAN BEREPLIED AT THE TIME OF ANNUAL GENERAL MEETING TO THE MEMBERS'SATISFACTION.
vii. Corporate members intending to send their authorized representatives to attend the Meetingare requested to send to the Company a certified copy of the Board Resolution authorisingtheir representative to attend and vote on their behalf at the Meeting.
viii. Members are requested to bring their copies of the reports to Annual General Meeting.
ix. Members holding shares in physical form in the same set of names under differentledger folios are requested to apply for consolidation of such folios along with sharecertificates to the Company.w
ww.capitaline.com
x. In order to exercise strict control over the transfer documents, members are requestedto send the transfer documents/ correspondence, if any, directly to:
ADROIT CORPORATE SERVICESPVT LIMITEDUnit: Magna Industries and Exports Limited
Registrar & Share Transfer Agent19/20 Jaferbhoy Ind. Estate, 1st floor,Makwana Road, Marol, Andheri (E),
Mumbai - 400 059. INDIA.Tel. : +91-22- 4227 0400 / 2859 6060 / 2859 4060
E-mail :[email protected]
Important Communication to Members:The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance"by allowing paperless compliances by the companies and has issued circulars stating that serviceof notice/documents including Annual Report can be sent by e-mail to its members. To supportthis green initiative of the Government in full measure, members who have not registered theire-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronicholdings with the Depository through their concerned Depository Participants.
www.capitaline.com
Directors' Report
To,The Members,Magna Industries and Exports Limited
Your Directors have pleasure in presenting before you the 24th Annual Report of the Companytogether with the Audited Statement of Accounts for the financial year ended 31st March, 2013.
[Rs. In Lacs]PARTICULARS
Revenue from operations and Other IncomeProfit/ (Loss) before Interest, Depreciation and TaxationLess: Finance ChargesLess: DepreciationProfit /(Loss) before TaxationLess: Provision for Taxation
Current Year Taxation- Deferred Tax
Net Profit (Loss) after TaxationBalance brought forwardBalance Carried to Balance Sheet
Year ended31* March, 2013
3,096.9389.82
2.755.64
81.43
25.160.1056.1
106.35162.45
Year ended31* March, 2012
2683.0271.67
1.692.69
67.28
24.00(0.10)43.3862.97
106.35
OPERATIONAL HIGHLIGHTS
During the year under review, the Company achieved turnover of Rs. 3,096.93 Lacs as against Rs.2683.02 Lacs in previous year i.e. increase by Rs. 413.91 Lacs, as compared to the correspondingprevious year. The Company earned Net Profit after Tax amounting to Rs, 56.10 Lacs as against NetProfit after Tax amounting to Rs. 43.38 Lacs for the corresponding previous financial year.
DIVIDEND
The Board of Directors of the Company do not recommend dividend for the financial year ended31* March, 2013.
DIRECTORS
Mr. Mohanlal Bhangar and Mr. Rajendra Mokashi, Directors of the Company retire by rotation atthis Annual General Meeting and being eligible, offer themselves for re-appointment
AUDITORS
M/s. P. Bohra & Co., Chartered Accountants, Mumbai, Auditors of the Company retires at theconclusion of this Annual General Meeting. They are eligible for reappointment and indicated theirwillingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribedunder the provision of Section 224(1B) the Companies Act, 1956.
www.capitaline.com
Auditors' Report:
The observations of the auditors in their report are self-explanatory and therefore, in the opinion ofthe Directors, do not call for further comments.
PARTICULARS OF EMPLOYEES
The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies(Particulars of Employees) Rules, 2011 for the year ended Sl^March, 2013 is not applicable to theCompany as none of the employees is drawing remuneration more than the limits presentlyspecified under the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/OUTGO
The operations of the company are not energy-intensive. However, adequate measures have beentaken to reduce energy consumption by using energy efficient computers and equipments with thelatest technologies. Your Company constantly evaluates new technologies and invests in them tomake its infrastructure more energy-efficient
PUBLIC DEPOSITS
During the period under review, the Company did not accept deposits in terms of Section 58A of theCompanies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies(Reserve Bank) Directions, 1997.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)
Your Directors hereby report that:
(a) In the preparation of annual accounts, the applicable accounting standards have beenfollowed;
(b) Appropriate accounting policies have been selected and applied consistently andjudgements and estimates made that are responsible and prudent so as to give true and fairview of the state of affairs of the Company at the end of the financial year ended 31st March2013;
(c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) Annual accounts have been prepared on a going concern basis.
www.capitaline.com
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated underClause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separatesection forming part of the Annual Report
CORPORATE GOVERNANCE AND COMPLIANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The Company has also implementedseveral best Corporate Governance practices as generally prevalent
The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement formspart of the Annual Report
The requisite Certificate from the Statutory Auditors confirming compliance with the conditions ofCorporate Governance as stipulated under the aforesaid Clause 49 is attached^ this Report
ACKNOWLEDGEMENT
The Board of Directors takes the opportunity to thank the Bankers and Government for the Co-operations and support by them from time to time in the operation of the company during the year.The Board also places on record its deep appreciation for the contribution made by the employeesat all levels.
By Order of the Board
Mohanlal BhangarChairman
Place: Mumbai Satish BhangarDate: 14/08/2013 Managing Director
www.capitaline.com
REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)
The Corporate Governance code introduced by Securities and Exchange Board of India('SEBI') as adapted by incorporating a new clause No.49 in the listing agreement of theStock exchange and also by applicable provisions of the Companies (Amendment) Act,2000, is being implemented by the company. A report on Corporate Governance is givenbelow:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company firmly believes that corporate governance and compliance practices areof paramount importance in order to maintain the trust and confidence of thestakeholders and clients of the Company and the unquestioned integrity of allpersonnel involved or related to the Company. To ensure transparency, fairness andobjectivity in an organisation's functioning, the Company has proactively adopted bestpractices with regard to corporate governance and compliance, which are ahead ofregulatory requirements. The Company's policy on compliance with external regulatoryrequirements is backed by stringent internal policies and principles to ensure, interalia,priority to clients' interest over proprietary interest, maintenance of confidentiality ofclient information and prevention of insider trading.
2. BOARD OF DIRECTORS
(a) Composition of Board of Directors:
The Board of the Directors as on 31st March, 2013 comprises of following Executive andNon-Executive Directors. The details of Composition, Category of Directors and their otherDirectorship and Membership / Chairmanship of Committees are as given below:
Mr. Mohanlal Bhangar Chairman Nil Nil
Mr. Satish Bhangar ManagingDirector
Nil Nil Nil
Mr. Amit Bhangar ExecutiveDirector
Nil Nil Nil
Mr. Rajesh Pandey Non-ExecutiveIndependent
Nil Nil
Mr. Rajendra Mokashi Non-ExecutiveIndependent
Nil Nil Nil
Mr. Asim Kumar Saha Non-ExecutiveIndependent
Nil Nil
Number of Board Meetings held and the dates on which held:
During the financial year 2012-2013, Six meetings of the Board of Directors were held on15th May, 2012; 8th July 2012; 30th August, 2012; 09th September, 2012; 13th February, 2013;and 31st March, 2013.
www.capitaline.com
Directors' Attendance Record at the Board Meetings and the Last Annual GeneralMeeting
Category
F.YMr. Mohanlal Bhangar Chairman YesMr. Satish Bhangar Managing Director YesMr. Amit Bhangar Executive Director YesMr. Rajesh Pandey Non-Executive Independent NoMr. Rajendra Mokashi Non-Executive Independent NoMr. Asim Kumar Saha Non-Executive Independent Yes
The Board of Directors of the Company consists of eminent persons with considerableprofessional expertise and experience in business, industry, finance, management andmarketing. The composition of the Board of Directors with reference to number of Executiveand Non-Executive Directors meets with the requirements of Clause 49 (1) (A) of the ListingAgreement. None of the Directors on the Board is a member on more that ten Committeesand Chairman of more than five Committees as per Clause 49 (IV) (B) across all Companieshi which they are Directors.
(b) Board Committees:
The Board has constituted three committees namely Audit committee,Shareholders'/Investors' Grievance Committee and Remuneration committee. TheCommittees of Board provide and evaluate the strategies direction of the company,Management policies and their effectiveness and ensures that the long-term interests as theshareholders are being served.
(c) Board Procedure:
To enable the Board to discharge its responsibilities effectively, the Managing Directorbriefed the Board at every meeting on the financial performance of the Company up to lastcompleted month as against the budget/revised budget of the year. Presentations are madeby the Managing Director about the financial, operational performance and market scenario.
The Board also reviewed:
> Strategy and business plans;> Annual operating and capital expenditure budgets;> Investment plans of the company;> Compliance with statutory/regulatory requirements and review of major legal issues;> Adoption of quarterly / half yearly / annual results (after recommendation of Audit
Committee where required);> Significant labour problems;> Major accounting provisions and write-offs; and
www.capitaline.com
3. AUDIT COMMITTEE:
(a) Composition:
Presently the audit committee consists of 3 Directors. All members of Audit Committee arefinancially literate and 2 Directors out of 3 has financial management expertise as requiredfor member of Audit Committee as stipulated in Clause 49 of the Listing Agreement. TheDetails of Audit Committee meetings held during the year 1st April, 2012 to 31st March,2013 and the attendance of the Audit Committee Members are as under:
The constitution of the Audit Committee is as under:
Names of DirectorsAsim SahaRavindra MokashiMohanlal Bhangar
CategoryChairman, Non-Executive&IndependentNon-Executive &IndependentNon-Executive & Non Independent
The attendance of the Audit Committee meeting is as under:
Names of Directors
Asim SahaRavindraMokashiMohanlalBhangar
Category
Chairman, Non-Executive & IndependentNon-Executive & IndependentNon-Executive Non Independent
No. of meetingsattended
555
During the financial year 2012 - 2013, Five Audit Committee Meetings were held on 15th
May, 2012; 16* June 2012; 30th August, 2012; 09th November, 2012; and 13th February,2013.
The Chairman of the Committee was present at the Annual General Meeting of theCompany held on 28/09/2012 to attend the shareholders' queries.
The Audit Committee has been vested with the following powers:
i. To investigate any activity in terms of its reference;ii. To seek information from any employee;iii. To obtain outside legal or other professional advice;iv. To secure the attendance of outsiders with relevant expertise, if it considers
necessary.
(b) Terms of Reference
The terms of reference of the Audit Committee include the matters specified under Clause49(11) of the Listing Agreement entered into with the Bombay Stock Exchange Limitedincludes the following:
> Oversee of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct, sufficient andcredible.
> Recommending to the Board, the appointment, re-appointment and, if required, thereplacement or removal of the statutory auditor and the fixation of audit fees.
> Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.
www.capitaline.com
> Reviewing, with the management, the annual financial statements before submissionto the board for approval, with particular reference to:
a. Matters required being included in the Director's Responsibility Statement tobe included in the Board's report in terms of clause (2AA) of section 217 of theCompanies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the samec. Major accounting entries involving estimates based on the exercise of judgment
by managementd. Significant adjustments made in the financial statements arising out of audit
findingse. Compliance with listing and other legal requirements relating to financial
statementsf. Disclosure of any related party transactionsg. Qualifications in the draft audit report.
> Reviewing, with the management, the quarterly financial statements beforesubmission to the board for approval
> Reviewing, with the management, the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public or rights issue, and makingappropriate recommendations to the Board to take up steps in this matter.
> Reviewing, with the management, performance of statutory and internal auditors,and adequacy of the internal control systems.
> Reviewing the adequacy of internal audit function, if any, including the structure ofthe internal audit department, staffing and seniority of the official heading thedepartment, reporting structure coverage and frequency of internal audit.
> Discussion with internal auditors any significant findings and follow up there on.> Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
> Discussion with statutory auditors before the audit commences, about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
> To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non payment of declared dividends) andcreditors.
> To review the functioning of the Whistle Blower mechanism, in case the same isexisting.
> Approval of appointment of CFO (i.e., the whole-time Finance Director orany other person heading the finance function or discharging that function) afterassessing the qualifications, experience & background, etc. of the candidate.
> Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
4. REMUNERATION COMMITTEE:
(a) Composition
Presently, the remuneration committee consists of 3 Directors. The Company hasconstituted a Remuneration Committee to decide and fix payment of remuneration andsitting fees to the Directors of the Company.
www.capitaline.com
The constitution of the Remuneration Committee is as under:
Names of Directors ^Mohanlal BhangarSatish BhangarAmit Bhangar
, . « ' „ CategoryChairman, Non-Executive & Non IndependentManaging DirectorExecutive Director
(b) Terms of reference
> Fix the remuneration payable to the Executive Directors;> Review the performance of employees and their compensation; and> Review the performance of employees against specific key result areas identified as
yardsticks for measuring performance.
5. SHARE TRANSFER/INVESTOR GRIEVANCE COMMITTEE:
The Company has a Share Transfer cum Shareholders/ Investors' Grievance Committee.
(a) Functions
The Board of Directors of the Company has constituted a Committee of Directors whichalso functions as "Shareholders/Investors' Grievances Committee', consisting of 3 members.
The Committee interalia, deals with various matters relating to:
> transfer/transmission of shares;> issue of duplicate share certificates;> investors, grievances and redressal mechanism and recommend measures to improve
the level of investor services.
Details of shares transfer / transmission approve by the Committee and Shareholders /Investors' grievances are placed at the Board Meetings from time to time.
The share department of the Company and registrar and transfer agents, Adroit CorporateServices Private Limited attends expeditiously to all grievances/correspondences of theshareholders and investors. The complaints are generally resolved within 30 days of receiptof letter, except in the cases that are constrained by disputes or legal impediment.
(b) Composition
The constitution of Share Transfer cum Shareholders/ Investors' Grievance Committee is asunder:
Names of DirectorsAsim SahaRavindra MokashiSatish Bhangar
Category ; , .Chairman, Non-Executive & IndependentNon-Executive & IndependentManaging Director
Mr. Asim Saha is the Chairman of the Share Transfer cum Shareholders/Investors'Grievance Committee.
www.capitaline.com
Details of shareholders' complaints received, not solved and pending share transfers:
The Company has received 9 investor complaints and resolved 9 complaints during thefinancial year under review
6. GENERAL BODY MEETINGS:
The details of last three Annual General Meetings (AGM) of the Company are as under:
FinancialYear
2011-12
2010-11
2009-10
Date of the AGM
28th September 20 12
30thSeptember2011
29th September 20 10
Location
. The Banquet Hall,Shubhangan Hotel,Dandpada, Khar-DandaRoad, Khar (West),Mumbai 400052202, Darvesh Chambers,S. V. Road, Khar (West),Mumbai-400 0522001,oberoi woods,Goregaon (East ),Mumbai -400059
Time
2.00p.m.
ll.OOa.m
11.00a.m.
Special,Resolution
passedNIL
NIL
NIL
7. DISCLOSURES REGARDING RELATED PARTY TRANSACTIONS:
There were no transactions by the company of material significance with related parties i.e.its Promoters, Directors of Companies or the Management or their relatives during the yearwhich may have potential conflict with interest of the Company at large.
8. MEANS OF COMMUNICATION:
(i) The periodical unaudited / audited financial results are published as required under theListing Agreement in English newspaper having nationwide circulation and inVernacular [Marathi] language. All financial and other vital information is promptlycommunicated to the Stock Exchange on which Company's shares are listed.
(ii) The Management Discussion and Analysis report prepared by the managementand forming part of the Annual Report is separately attached.
9. GENERAL SHAREHOLDERS' INFORMATION:
1
2
3
Company Registration Details
Annual General Meeting
Financial Year
The Company is registered in the State ofMaharashtra, India. The Corporate IdentityNumber (CIN) allotted to the Company bythe Ministry of Corporate Affairs (MCA) isL24246MH1989PLC052389 .
Monday, 30th September, 2013
April 1, 2012 to March 31, 2013
Quarterly results will be declared as per the following tentative schedule:
www.capitaline.com
4
5
First Quarter ended June, 2013Second Quarter ended September, 2013Third Quarter ended December, 2013Audited Financial Result ended March,2014Dates of Book Closure
Listing on Stock Exchanges
Upto 15* August, 2013U£to 15th November, 2013Upto 15* February, 2014Upto 30th May, 2014
Wednesday, 25th September 2013 toMonday, 30thSeptember 2013 (both daysinclusive)
Bombay Stock Exchange LimitedPhirozeJeejeebhoy Towers,Dalai Street, Mumbai- 400 001Web: www.bseindia.com
The Company has paid the Custodial Fees for the year 2013-2014 to NationalSecurities Depositories Limited and Central Depositories Services (India) Limited.
ISIN Number INE113F01012Stock Market Price Data:
The monthly high and low quotations and volume of shares traded on Bombay StockExchange Limited during the financial year 2012-2013 are as follows:
Year
2012
2013
Month
MayJuneJulyOctober
NovemberDecemberJanuaryFebruaryMarch
High
(&O12.518.198.408.119.43
10.2410.708.206.70
Low
day8.627.507.738.117.73
8.078.637.056.37
No. of SharesV • traded^;'-.'.
1,200400
2,5001,000
40,100
51,4001,70,800
400200
* The said data has been downloaded from the website of Bombay Stock Exchange Ltd. for the year ended31s' March 2013.
Registrars and Transfer Agents Adroit Corporate Services Private LimitedAdd: 19/20 Jaferbhoy Ind. Estate, 1st floor,Makwana Road, Marol, Andheri (E),Mumbai - 400 059, INDIA.Tel.:+91-22-4227 0400/ 2859 6060
2859 4060E-mail: infofa adroitcorporate.com
10 Share Transfer SystemShares sent for transfer in physical to Adroit Corporate Services Private Limited (R&TAgents), are registered and returned with a period of 15 days from the date of receipt,if the documents are in order. The Shareholders/ Investors' grievance Committeemeets periodically to consider the transfer proposal. All requests for dematerializationof shares are processed by the Company and Adroit Corporate Services Private
www.capitaline.com
11
12
Limited within 21 days.
Dematerialization of shares
Equity Shares of the Company can be traded in dematerialized form, so it is advisablethat the shareholders who have shares in physical form get their shares dematerialized.As on 31st March, 2013, 30,45,205 equity shares comprising 24.36% of the total paid upshare capital were held in dematerialized form with NSDL.
Distribution of shareholding as on March 31, 2013.Shareholding ofNominal Value
100 to 500501 to 1000
1001 to 20002001 to 30003001 to" 40004001 to 50005000 to 10000
10001 and aboveTOTAL
13
No. ofShareholders
30696168945111843464443
33130
% of holders
92.655.101.360.360.130.140.130.13
100.00
Total Shares
545270501461460070838003056000153200022020003183000
38801550125000000
% of ShareHolding
43.6211.695.672.411.231.672.55
31.04100.00
Shareholding Pattern by Size as on March 31, 2013.Category •
Promoter and Promoter GroupFinancial Institutions, Insurance Companies, Banks andMutual Funds, etc.Foreign Institutional InvestorsBodies CorporatesNRIs / OCBsIndividualsTOTAL
14
^^m
79.39% ̂ ^^^Hi
No. of Sharesheld
7926650
01781700
27009922735
% of holding
6.340.00
0.0014.250.02
79.39100.00
Shareholding Pattern• Promoter and Promoter Group
6.34/0. .• ° " Financial Institutions, Insurancemmsmmsk, ^jBfcfcj^^" ' Companies, Banks and Mutual•BBjI^^Blh^^ 14.25% Funds, etc.JUaHI^^^^^^^^^^H^ • Foreign Institutional Investors
^^^•A•ffiirS^B^^^^^^^^^^*l • Bodies Corporates••••|||P l_0.02%
^^BHBHp^ « NRIs / OCBs
mff^^^^^
* Individuals
Registered & CorporateAddress
Office No-2, Pittalwala Bldg, 17, Tilak Road,Santacruz (West), Mumbai- 400054Tel. :022-26059978
www.capitaline.com
Email: [email protected] : www.magnaindustries.co.in
15 Compliance Officer Mr. Ramnath K.Warkar
16 Address of correspondence Investors correspondence:Adroit Corporate Services Private LimitedAdd: 19/20 Jaferbhoy Ind. Estate, 1st floor,Makwana Road, Marol, Andheri (E),Mumbai - 400 059, INDIA.
Tel.:+91-22-4227 04007 2859 6060 / 2859 4060
Any query on Annual Report:
MAGNA INDUSTRIES & EXPORTS LIMITEDOffice No-2, Pittalwala Bldg, 17, Tilak Road,Santacruz (West), Mumbai- 400054, Maharastra.Tel. :022-26059978Email: magnaindustriesltd(o).hotmail.com
GREEN INITIATIVE
The Ministry of Corporate Affairs ("MCA"), Government of India, through its CircularNo. 17/2011 dated 21st April, 2011 and Circular No. 18/2011 dated 29th April, 2011, hasallowed companies to send Annual Report comprising of Balance Sheet, Statement ofProfit and Loss, Directors' Report, Auditors' Report and Explanatory Statement etc.,through electronic mode to the registered e-mail address of the members. Keeping in viewthe underlying theme and the circularsIssued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being theregistered address. By opting to receive communication through electronic mode you havethe benefit of receiving communications promptly and avoiding loss in postal transit.
Members who hold shares in physical form and desire to receive the documents inelectronic mode are requested to provide their details (name, folio no, e-mail id) on theCompany's e-mail address viz. magnaindustries@,gmail.comMembers who hold shares inelectronic form are requested to get their details updated with the respective Depositories.
www.capitaline.com
DECLARATION UNDER CLAUSE 49(1) (D) OF THE LISTING AGREEMENT FORCOMPLIANCE WITH THE CODE OF CONDUCT
As per the requirements of clause 49 of the listing agreement with the stock exchanges, thecompany has laid down a code of conduct for its Board of Directors and seniormanagement.
I, SATISH BHANGAR, Managing Director of the Company do and hereby confirm thecompliance of this code of conduct by the Board of Directors and senior managementpersonnel as affirmed by them individually.
MAGNA INDUSTRIES & EXPORTS LTD
SATISH BHANGARMANAGING DIRECTOR
PLACE: MUMBAIDATE: 14/08/2013
www.capitaline.com
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
The Board of Directors,Magna Industries & Exports LimitedMumbai
We have reviewed the records concerning the Company's compliance of conditions ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, bythe Company, with the Stock Exchanges of India, for the F.Y ended on 31st March 2013
The compliance of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions of the Corporate Governance. It isneither an audit nor an expression of opinion on the financial statement of the Company.
We have conducted our review on the basis of the relevant records and documentsmaintained by the Company and furnished to us for the review, and the information andexplanations given to us by the Company.
Based on such a review to the best of our information and according to the explanationsgiven to us, in our opinion, the company has complied with the conditions of CorporateGovernance, as stipulated in Clause 49 of the said listing agreement.
On the basis of certificate issued by the company and the Minutes of meetings of theShareholders/ Investors Grievance Committee of the Company, we state that, there were noinvestor grievances pending against the Company for a period exceeding one month.
We further state that, such compliance is neither an assurance as to the future viability of theCompany, nor as to the efficiency of effectiveness with which the management hasconducted the affairs of the Company.
PLACE: MUMBAI For: M/s. P. Bohra & Co.DATE : 14/08/2013 Chartered Accountants
PROPRIETOR(PRAKASH BOHRA)Membership No. : 72366w
ww.capitaline.com
CEO/CFO CERTIFICATE
We have reviewed financial statements and the Cash Flow statement for the year and that tothe best of our knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading ;
ii. These statements together present a true and fair view of the Company's affairs and complywith existing accounting standards, applicable laws and regulations.
There are, to the best of our knowledge and belief, no transactions entered into by theCompany during the year that are fraudulent, illegal or violative of the Company's code ofconduct. ,
We accept responsibility for establishing and maintaining internal controls and that we haveevaluated the effectiveness of the internal control systems of the Company and we havedisclosed to the Auditors and the Audit Committee, deficiencies in the design or operation ofinternal controls, if any, of which we are aware and the steps we have taken or propose to taketo rectify these deficiencies.We have indicated to the auditors and the Audit Committee :
1. Significant changes in internal control during the year;
2. Significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and
3. Instances of significant fraud of which they have become aware and the involvementtherein, if any, of the management or an employee having a significant role in the Company'sinternal control system.
MAGNA INDUSTRIES & EXPORTS LTD
SATISHBHANGARMANAGING DIRECTOR
PLACE: MUMBAIDATE: 14/08/2013
www.capitaline.com
AUDITORS REPORT
TO THE MEMBERS OF
MAGNA INDUSTRIES & EXPORTS LTD.
We have audited the accompanying financial statements of MAGNA INDUSTRIES &EXPORTS LTD. (the Company), which comprise the balance sheet as at 31st March2013, and the statement of profit and loss and cash flow statement for the year thenended, and a summary of significant accounting policies and other explanatoryinformation.
Management's responsibility for the financial statements
Management is responsible for the preparation of these financial statements that give atrue and fair view of the financial position, financial performance and cash flow of thecompany in accordance with the accounting principles generally accepted in India,including accounting standards referred to in sub-section 3(C) of section 211 of theCompanies Act, 1956 ("the Act"). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation andpresentation of the financial statements that give a true and fair view and are-free frommaterial misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued bythe Institute of Chartered Accountants of India. Those standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on the
www.capitaline.com
auditor's judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the company'spreparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the
.*
accounting estimates made by the management, as well as evaluating the overallpresentation of the financial statements.
fl
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion that.
Opinion
In our opinion and to the best of our information and according to the explanationsgiven to us, the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
i. in the case of the Balance Sheet, of the state of affairs of the Companyas on 31st March, 2013;
ii. in the case of the Statement of Profit and Loss , of the Profit of theCompany for the year ended on that date; and
iii. In the case of Cash Flow Statement, of the Cash Flows of the Companyfor the year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order")issued by the Central Government of India in terms of sub-section (4A) ofsection227 of the Act, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
• We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit,
www.capitaline.com
In our opinion, proper books of account as required by law have been kept bythe Company so far as appears from our examination of such books,The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the books of accountIn our opinion, The Balance Sheet, Statement of Profit and Loss and the CashFlow Statement dealt with by this report comply with the Accounting Standardsreferred to in sub-section (3c) of section 211 of the Companies Act, 1956.On the basis of the written representations received from the Directors as on 31st
March, 2013 and taken on record by the Board of directors, we report that noneof the Directors is disqualified as on 31s* March, 2013 from being appointed asDirector in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956.
FOR P. BOHRA & COMPANYCHARTERED ACCOUNTANTSFirm Registration No: 003264C
Place: MUMBAIDate: 18/07/2013
(PRAKASH BOHRA)PROPRIETOR
Membership No: 72366
www.capitaline.com
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" in the Independent Auditors' Report of even date to the members ofMAGNA INDUSTRIES & EXPORTS LTD. On the financial statements for the yearended 31st March 2013)
As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issuedby the Central Government of India in terms of sub-section (4A) OF SECTION 227OF THE Act, we give the Annexure a statement on the matters specified inparagraphs 4 and 5 of the Order. As required by section 227(3) of the Act, we reportthat:
I. (a) The company is maintaining proper records to show fullparticulars, including quantitative details and situation of FixedAssets.
(b) According to the information and explanations given to us, thecompany has formulated regular program of verification by whichall the assets of the company shall be verified in a phased manner,which is in our opinion, is reasonable having regard to the size ofthe company and nature of its Assets. To the best of our knowledge,no material discrepancy was noticed on verification conductedduring the year as compared with the book records.
(c) There was no disposal of substantial part of fixed assets.
II. (a) The management has conducted physical verification in respect offinished goods, stores, spare parts & raw materials intervals. In ouropinion, the frequency of verification is reasonable.
(b) In our opinion, the procedure of physical verification ofInventory followed by the Management is reasonable and adequatein relation to the size of the company and nature of the business.
www.capitaline.com
(c) On the basis of examination of inventory records, in our opinion,the company is maintaining proper records of Inventory. Thediscrepancies noticed on verification between the physical stocksand the book records were not material having regards to the sizeof the operations of the company. The discrepancies noticed havebeen properly dealt with the books of accounts of the company.
III. (a) The company has not granted unsecured loans to other partiescovered in the register maintained under section 301 of theCompanies Act 1956. The maximum amount involved during theyear was NIL and the year end balance of loan granted to suchparties was Rs. NIL.
(b) The rate of interest and other condition of unsecured loans givenby the companies are prima facie not prejudicial to the interest ofthe company.
(c) The parties have repaid regularly the principal amount andinterest thereon wherever applicable.
(d) There is no overdue balance for principal amount and interest.
(e) The Company has taken unsecured loans from other partiescovered under section 301 of the Companies Act, 1956.
(f) The rate of interest and other conditions for unsecured loanstaken by the Companies are prima facie not prejudicial to theinterest of the company.
(g) The company is regular in paying the principal amount ofinterest thereon as stipulated.
IV. In our opinion and according to the information and explanation givento us, there is adequate internal control system commensurate withsize of the Company and nature of its business, for purchase ofinventory, fixed assets and sale of goods & services. We are neither
www.capitaline.com
come across not have been informed of any continuing failure tocorrect major weakness in the aforesaid internal control procedures.
V. (a) In our opinion and according to the information and explanationsgiven to us, the transactions that need to be entered into theRegister in pursuance of Section 301 of the Act, have been soentered.
(b) In our opinion and according to the information andexplanation given to us, for purchase of services made in pursuanceof contracts or arrangements entered into the register in pursuanceof Section 301 of the Act and exceeding the value of Rupees FiveLacs in respect of each party during the year, have been made atprice which are reasonable having regard to prevailing marketprices at the relevant time.
VI. According to the information and explanations given to us, theCompany has not accepted deposits from the public during the yearcovered by our audit report. Accordingly clause (vi) of order is notapplicable to the company.
VII. In our opinion, the Company's present internal audit system iscommensurate with its size and the nature of its business.
VIII. The Central Govt. has not prescribed for the maintenance of Costrecords under Section 209 (1) (d) of the Act for any of the product ofthe company.
IX. (a) According to the information and explanation given to us and therecords of the Company examined by us, in our opinion, theCompany is generally regular in depositing the undisputedstatutory dues including provident fund, investor education andprotection fund, employees' state insurance, income tax, service tax,sales tax, wealth tax, customs duty, excise duty, cess and othermaterial statutory dues as applicable with the appropriateauthorities in India.
(b) According to the information and explanation given to us andthe records of the Company examined by us, there are not anydisputed matter pending in respect of dues of sales tax, income tax,
www.capitaline.com
service tax, customs duty, wealth tax, excise duty and cess as atMarch 31, 2013.
X. The Company has no accumulated losses as at the end of the yearcovered by our audit. The company has not incurred cash losses inthe said financial year and the immediately preceding financialyear.
XL According to the records of the Company examined by us and theinformation and explanation given to us, the Company has notdefaulted in repayment of dues to any financial institution or bankduring the year under audit.
XII. The Company has not granted any loans and advances on the basisof security by way of pledge of shares, debentures and othersecurities.
XIII. In our opinion and according to the information and explanationsgiven to us, the company is not a chit fund or a nidhi / mutualbenefit fund/ society. Therefore, the provisions of clause 4(xiii) ofthe Order are not applicable to the Company.
XIV. In our opinion, the Company has not dealt in trading of shares,securities, debentures and other investments. Accordingly clause4(xiv) of the Order is not applicable to the company.
XV. In our opinion, and according to the information and explanationsgiven to us, the company has not given any guarantee for loanstaken by others from banks or financial institutions during the year.
XVI. In our opinion and according to the information and explanationsgiven to us, the term loans have been prima facie applied for thepurposes for which the loans were obtained.
XVII. According to the information and explanations given to us and onan overall examination of the balance sheet of the company, wereport that no funds raised on short-term basis have been used forlong-term investment.
www.capitaline.com
XVIII. The Company has not made any preferential allotment of shares toparties and companies in the Register maintained under Section 301of the Act during the year.
XIX. The Company has not issued any debentures during the year.
XX. The Company has not raised any money by public issue during theyear.
XXI. During the course of our examination of the books and records ofv
the Company, carried out in accordance with the generally acceptedauditing practices in India and according to the information andexplanations given to us, we have neither come across any instanceof fraud on or by the Company, noticed or reported during theyear, nor have we been informed of any such case by themanagement.
FOR P.BOHRA & COMPANY
CHARTERED ACCOUNTANTS
Firm Registration No: 003264C
(PRAKASH BOHRA)
PROPRIETOR.
Membership No: 72366
Place: Mumbai.
Date: 18th July, 2013
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDBalance Sheet as at 31 March, 2013
Particulars
A
1
2
3
4
B
1
2
EQUITY AND LIABILITIES
Shareholders' funds(a) Share capital(b) Reserves and surplus(c) Money received against share warrants
Share application money pending allotment
Non-current liabilities(a) Long-term borrowings(b) Deferred tax liabilities (net)(c) Other long-term liabilities(d) Long-term provisions
Current liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term provisions
TOTAL
ASSETS
Non-current assets(a) Fixed assets
(i) Tangible assets(ii) Intangible assets(iii) Capital work-in-progress(iv) Intangible assets under development(v) Fixed assets held for sale
(b) Non-current investments(c) Deferred tax assets (net)(d) Long-term loans and advances(e) Other non-current assets
Current assets(a) Current investments(b) Inventories(c) Trade receivables(d) Cash and cash equivalents(e) Short-term loans and advances(f) Other current assets
TOTAL
See accompanying notes forming part of the financialstatements
Note No.
1
2
34
5
6
7
89
101112
19
As at 31 March, 2013
Rupees
113,553,785.0016,227,294.00
-129,781,079.00
-
----
-
33,485,189.0027,935,453.00
-14,948,350.0076,368,992.00
206,150,071.00
1 ,499,655.00----
1,499,655.0015,600,000.00
19,173.0089,487,696.00
845,520.00105,952,389.00
-32,322,670.0054,993,650.008,165,650.00
-3,216,057.00
98,698,027.00
206,150,071.00
As at 31 March, 2012
Rupees
113,553,785.0010,635,289.00
-
124,189,074.00-
----
-
32,0*62,558.0027,483,212.00
-12,320,000.0071 ,865,770.00
196,054,844.00
1,769,109.00----
1,769,109.0015,600,000.00
9,738.0085,592,737.00
845,520.00102,047,995.00
-
49,576,720.0026,373,578.0013,649,677.00
-2,637,765.00
92,237,740.00
196,054,844.00
In terms of our report attached.For P. Bohra & Company,Chartered Accountants(F. R. No- 003264C)
( PRAKASH BOHRA)Proprietor(Membership No - 72366)
Place: MumbaiDate: 18/07/2013
For and on behalf of the Board of DirectorsMagna Industries and Exports Limited
Director
Director
Place : MumbaiDate: 18/07/2013
www.capitaline.com
(Statement of Profit and Loss without stating EBITDA)
MAGNA INDUSTRIES AND EXPORTS LIMITEDStatement of Profit and Loss for the year ended 31 March, 2013
Particulars
A
1
2
3
4
5
6
7
8
9
10
11
B
12
C
13
14
CONTINUING OPERATIONS
Revenue from operations (gross)Less: Excise dutyRevenue from operations (net)
Other income
Total revenue (1+2)
Expenses(a) Cost of goods sold(b) Employee benefits expense(c) Finance costs(d) Depreciation and amortisation expense(e) Other expenses
(f) Amortisation of Patents, Dies & other Intangible AssetsTotal expenses
Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4)
Exceptional items
Profit / (Loss) before extraordinary items and tax (5 + 6)
Extraordinary items
Prof it /(Loss) before tax (7 + 8)
Tax expense:(a) Current tax expense for current year(b) (Less): MAT credit (where applicable)(c) Current tax expense relating to prior years(d) Net current tax expense(e) Deferred tax
Profit / (Loss) from continuing operations (9 +1 0)
DISCONTINUING OPERATIONS
Profit / (Loss) from discontinuing operations
TOTAL OPERATIONS
Profit / (Loss) for the year (11+12)
Earnings per share (of Rs 10/- each):(a) Basic
(i) Continuing operations(ii) Total operations
See accompanying notes forming part of the financial statements
Note No.
13
14
151617618 ,
19
For the year ended31 March, 2013
Rupees
284,254,695.00
284,254,695.00
25,439,650.00
309,694,345.00
289,385,600.001,880,456.00
275,560.00269,454.00
9,446,009.00294,696.00
301,551,775.00
8,142,570.00
8,142,570.00
8,142,570.00
2,560,000.00
2,560,000.00(9,435.00)
2,550,565.00
5,592,005.00
5,592,005.00
5,592,005.00
0.440.44
For the year ended31 March, 2012
Ruppes
238,189,328.00
238,189,328.00
30,112,564.00
268,301,892,00
247,891,780.001,444,605.00
169,259.00269,454.00
11,798,406.00
261,573,504.00
6,728,388.00
6,728,388.00
6,728,388.00
2,400,000.00
2,400,000.00(9,738.00)
2,390,262.00
4,338,126.00
4,338,126.00
4,338,126.00
0.380.38
In terms of our report attached.For P. Bohra & Company, For and on behalf of the Board of DirectorsChartered Accountants Magna Industries and Exports Limited(F. R. No- 003264C)
( PRAKASH BOHRA) DirectorProprietor(Membership No. 072366)
Director
Place : Mumbai Place : MumbaiDate : 1 8/07/201 3 Date : 1 8/07/201 3
www.capitaline.com
L CASH FLOW STATEMENT FOR COMPANIES OTHER THAN FINANCE COMPANIES
MAGNA INDUSTRIES AND EXPORTS LIMITEDCash Flow Statement for the year ended 31 March, 2013
Particulars
A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and taxAdjustments for:
Depreciation and amortisationFinance costsInterest and other income(Profit)/Loss on sale of fixed asset
Operating profit / (loss) before working capital changesChancres in working capital:
Adjustments for (increase) / decrease in operating assets:InventoriesTrade receivablesOther current assets
Adjustments for increase / (decrease) in operating liabilities:Trade payables
Net cash flow from / (used in) operating activities (A)
B. Cash flow from investing activitiesInterest and other incomeProceeds from sale of fixed assetPurchase of fixed asset
Net cash flow from / (used in) investing activities (B)
C. Cash flow from financing activitiesNet increase / (decrease) in working capital borrowingsRepayment of other short-term borrowingsLong term loans and advancesFinance cost
Net cash flow from / (used in) financing activities (C)
Net increase / (decrease) in Cash and cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the periodCash and cash equivalents at the end of the periodSee accompanying notes forming part of the financial statements
For the year ended31 March, 2013
Rupees
269,454.00275,560.00
(25,439,650.00)
17,254,050.00(28,620,072.00)
25,439,650.00
(6,424,988.00)
3,894,959.00(275,560.00)
19
Rupees
8,142,570.00
(24,894,636.00)(16,752,066.00)
(1 1 ,366,022.00)(28,118,088.00)
25,439,650.0025,439,650.00
(2,805,589.00)(2,805,589.00)
(5,484,027.00)13,649,677.008,165,650.00
For the year ended31 March, 2012
Rupees
269,454.00169,259.00
(30,112,564.00)421,486.00
(19,219,970.00)(2,162,154.00)
(363,868.00)
(9,880,948.00)
30,112,564.00150,000.00
(973,626.00)
2,151,953.00
15,996,026.00(169,259.00)
Rupees
6,728,388.00
(29,252,365.00)(22,523,977.00)
(31 ,626,940.00)(54.150,917.00)
29,288,938.0029.288,938.00
17,978,720.0017.978,720.00
(6,883,259.00)20,532,936.0013,649,677.00
In terms of our report attached.For P. Bohra & Company, For and on behalf of the Board of DirectorsChartered Accountants Magna Industries and Exports Limited(F. R. No- 003264C)
( PRAKASH BOHRA) DirectorProprietor(Membership No. 072366)
Director
Place : Mumbai Place : MumbaiDate : 18.07.2013 Date : 18.07.2013
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statementsNote 1 Share capital
Particulars
(a) AuthorisedEquity shares of Rs.10/- each with voting rights
(b) IssuedEquity shares of Rs.10/- each with voting rights
'c) Subscribed and fully paid upEquity shares of Rs.10/- each with voting rightsCalls in Arrears due ( Other then Directors)Application Money in Arrears
Total
As at 31 March, 2013Number of
shares
14,000,000.00
12,500,000.00
12,500,000.00
Rupees
140,000,000.00
125,000,000.00
125,000,000.0011,413,215.00
33,000.00
113,553,785.00
As at 31 March, 2012Number of shares
14,000,000.00
12,500,000.00
12,500,000.00
Rupees
140,000,000.00
125,000,000.00
125,000,000.0011,413,215.00
33,000.00
113,553,785.00
Note 1 Share capital (contd.)
| ParticularsParticulars
Equity shares with voting rights
Year ended 31 March, 2013- Number of shares-Amount (Rs.10/-)
Year ended 31 March, 2012- Number of shares-Amount (Rs.10/-)
OpeningBalance
12,500,000125,000,000
12,500,000125,000,000
Fresh issue
--
--
Bonus
--
--
ESOP
--
--
Conversion
--
--
Buyback
-•
--
Othercharges(givedetails)
--
--
ClosingBalance
12,500,000125,000,000
12,500,000125,000,000
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statements
Note 2 Reserves and surplus
Particulars As at 31 March. 2013Rupees
As at 31 March. 2012Rupees
(a) Surplus / (Deficit) in Statement of Profit and Loss
Opening balanceAdd: Profit / (Loss) for the year
Amounts transferred from:General reserveOther reserves (give details)
Less: Interim dividendTax on dividendTransferred to:
General reserveCapital redemption reserveDebenture redemption reserveOther reserves (give details)
Closing balance
10,635,289.005,592,005.00
6,297,163.004,338,126.00
16,227,294.00 10,635,289.00
Total 16,227.294.00 10,635,289.00
Note 3 Short-term borrowingsParticulars
(a) Loans repayable on demandFrom banks
SecuredUnsecured
From Others [Directors &Shareholders relatedParties]
SecuredUnsecured
Total
As at 31 Mar. '2013Rupees
.726,819.00
-32,758,370.0033,485,189.00
As at 31 Mar. '2012Rupees
-662,558.00
-31,400,000.0032,062,558.00
Notes forming part of the financial statementsNote 4 Trade payables
Particulars
Trade payables:AcceptancesOther than Acceptances
Total
As at 31 March, 2013Rupees
27,935,453.00
27,935,453.00
As at 31 March, 2012Rupees
27,483,212.00
27,483,212.00
Notes forming part of the financial statementsNote 5 Short-term provisions
Particulars
Provision - Others:(i) Provision for IncomeTax(ii) Provision for FBT
(iii) Other ProvisionsTotal
As at 31 March, 2013Rupees
14,505,000.00
375,000.0068,350.00
14,948,350.00
As at 31 March, 2012Rupees
11,945,000.00
375,000.00
12,320,000.00
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statements
Note 6 Fixed assets (Straight Line Method)
A. Tangible assets
(a) Plant and Equipment
(b) Furniture and Fixtures
(c) Vehicles
(d) Office equipment
(e) Computers
(f) Electric Installation
(g) Air ConditionerTotalPrevious year
Gross block
Balanceas at
1 April, 2012
Rupees
1,251,263
566,295
960,726
41,775
57,100
260,949
760,9903,899,0984,679,501
Additions
Rupees
-
-
-
-
-
-
_--
Disposals
Rupees
-
-
-
-
-
-
_--
Acquisitionsthrough business
combinations
-
-
-
-
-
_--
Reclassified asheld for sale
-
-
-
-
-
-
_--
Revaluationincrease
-
-
-
-
-
-
_
-
Effect of foreigncurrencyexchange
differences
-
-
-
-
-
-
_--
Borrowingcost
capitalised
-
-
-
-
-
-
_--
Otheradjustments
-
-
-
-
-
-
_-
Balanceas at
31 March, 2013
Rupees
1 ,251 ,263
566,295
960,726
41,775
57,100
260,949
760,9903,899,0983,899,098
Note 6 Fixed assets (contd.)
A Tangible assets
(a) Plant and Equipment
(b) Furniture and Fixtures
(c) Vehicles
(d) Office equipment
(e) Computers
(f) Electric Installation
(g) Air ConditionerTotalPrevious year
Accumulated depreciation and impairment
Balanceas at
1 April, 2012
Rupees
1,171,839
345,944
115,014
35,213
36,401
212,639
212,9392,129,9892,722,681
Depreciation /amortisationexpense for
the year
Rupees
59,435
35,847
115,014
1,824
8,792
12,395
36,147269,454269,454
Eliminatedon disposal
of assets
Rupees
-
-
-
-
-
_--
Eliminated onreclassiflcation as
held for sale
-
-
-
-
-
-
.--
Impairmentlosses
recognised instatement of
profit and loss
-
-
-
-
-
-
_--
Reversal ofimpairment
lossesrecognised inStatement of
Profit and Loss
-
-
-
-
-
-
_--
Otheradjustments
-
-
-
-
-
-
_--
Balanceas at
31 March,2013
Rupees
1,231,274
381 ,791
230,028
37,037
45,193
225,034
249,0862,399,4432,129,989
Net block
Balanceas at
31 March, 2013
Rupees
19,989
184,504
730,698
4,738
11,907
35,915
51 1 ,9041,499,6551,769,109
Balanceas at
31 March, 2012
Rupees
79,424
220,351
845,712
6,562
20,699
48,310
548,0511,769,109
-
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statements
Note 6 Fixed assets (contd.)
Particulars
B Depreciation and amortisation relating to continuing operations:Particulars
Depreciation and amortisation for the year on tangible assets
Depreciation and amortisation for the year on intangible assetsLess: Utilised from revaluation reserve
Depreciation and amortisation relating to discontinuing operations
Depreciation and amortisation relating to continuing operations
For the year ended31 March, 2013
Rupees
269,454.00
269,454.00
For the year ended31 March, 2012
Rupees
269,454.00
269,454.00
Notes forming part of the financial statements
Note 7 Non-current investments
Particulars
Investments (At cost):Trade
(a) Investment in equity of AllianceFinstock Ltd.
(b) Other non-current investments (specilTotal - Trade
As at 31 March, 2013Quoted
_
-
UnquotedRupees
15,600,000.00
.
15,600,000.00
TotalRupees
15,600,000.00
.
15,600,000.00
As at 31 March, 2012Quoted
.
-
UnquotedRupees
15,600,000.00
.
15,600,000.00
www.capitaline.com
MAXIMA INUUD I KICO M1NUNotes forming part of the financial statementsNote 8 Long-term loans and advances
a UIWI I EL»
Particulars As at 31 March. 2013Rupees
As at 31 March. 2012Rupees
(a) Capital advancesSecured, considered goodUnsecured, considered goodDoubtful
Less: Provision for doubtful advances
89,487,696.00 85,592,737.00
89,487,696.00 85,592,737.00
Total 89,487,696.00 85,592,737.00
Notes forming part of the financial statementsNote 9 Other non-current assets
Particulars
(a) Unamortised expenses(i) Pre operative Expenses
Total
As at 31 March, 2013Ruoees
845,520.00
845,520.00
As at 31 March, 2012Ruoees
845,520.00
845,520.00
Notes forming part of the financial statementsNote 10 Inventories
(At lower of cost and net realisable value)Particulars
(a) Finished goods (other than those acquired for trading)
Total
As at 31 March, 2013Rupees
32,322,670.00
32,322,670.00
As at 31 March. 201 2Rupees
49,576,720.00
49,576,720.00
Notes forming part of the financial statementsNote 11 Trade receivables
Particulars As at 31 March, 2013Rupees
As at 31 March, 2012Rupees
Trade receivables outstanding for a period exceeding six monthsfrom the date they were due for payment
Secured, considered goodUnsecured, considered goodDoubtful
Less: Provision for doubtful trade receivablesOther Trade receivables
Secured, considered goodUnsecured, considered goodDoubtfulLess: Provision for doubtful trade receivables
Notes forming part of the financial statementsNote 12 Cash and cash equivalents
54,993,650.00 26,373,578.00
54,993,650.00 26,373,578.00
Particulars As at 31 March, 2013Rupees
As at 31 March, 2012Rupees
(a) Cash on hand(b) Cheques, drafts on hand(c) Balances with banks
(i) In current accounts(ii) In EEFC accounts(iii) In deposit accounts(iv) In earmarked accounts
(d) OthersTotal
Of the above, the balances that meet the definition of Cash and cashequivalents as per AS 3 Cash Flow Statements is
130,512.00
8,035,138.00
155,000.00
13,494,677.00
8.165.650.00 13.649.677.008,165,650.00 13,649,677.00
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statementsNote 13 Revenue from operations
(a)
(b)
(c)
(d)
Particulars
Sale of products
Sale of services
Other operating revenues
Less:Excise duty
Total
For the year ended31 March, 2013
Rupees284,254,695.00
284,254,695.00
284,254,695.00
For the year ended31 March, 2012
Rupees238,189,328.00
238,189,328.00
238,189,328.00
Notes forming part of the financial statementsNote 14 Other income
(a)(b)(c)
Particulars
Interest and other incomeDividend incomeOther non-operating income (net of expensesdirectly attributable to such income)
Total
For the year ended31 March. 2013
Rupees25,439,650.00
--
25,439,650.00
For the year ended31 March. 2012
Rupees30,112,564.00
--
30,112.564.00
Notes forming part of the financial statementsNote 15 Cost of materials consumed
Particulars
Opening stockAdd: Purchases
Less: Closing stockCost of aoods sold
Add:- Direct Operating Expenditure
For the year ended 31 March, 2013
Rupees49,576,720.00
267,582,500.00317,159,220.00
32,322.670.00284,836,550.00
4.549,050.00289.385,600.00
For the year ended31 March. 2012
Rupees30,356,750.00
267.111.750.00297,468,500.0049,576,720.00247,891,780.00
Note 15 Changes in inventories of Finished goods
Particulars
Inventories at the encj of thie vea,r:Finished goods
Inventories at the beainnina of the yearFinished goods
Net (increase) / decrease
For the year ended 31 March, 2013
Rupees
32,322,670.0032,322,670.00
49,576,720.0049,576,720.00
-17.254,050.00
For the year ended31 March. 2012
Rupees
49,576,720.0049,576,720.00
30,356,750.0030,356,750.00
19,219,970.00
Notes forming part of the financial statementsNote 16 Employee benefits expense
Particulars
Salaries and wagesContributions to provident and other fundsExpense on employee stock option (ESOP) schemeStaff welfare expenses
Total
For the year ended 31 March, 2013
Rupees1,660,515.00
219,941.001,880,456.00
For the year ended31 March, 2012
Rupees1,233,586.00
211,019.001,444,605.00
Notes forming part of the financial statementsNote 17 Finance costs
Particulars
(a) Interest expense on:(I) Borrowings(ii) Trade payables(iii) Others
- Interest on delayed / deferred payment of income tax- Others (give details)
(b) Other borrowing costs [Finance Charges etc]
(c) Net (gain) / loss on foreign currency transactions andtranslation (considered as finance cost)
Total
For the year ended 31 March, 2013
Rupees
77,111.00-
198,449.00
_
275,560.00
For the year ended31 March, 2012
Rupees
51,749.00----
117,510.00
.
169,259.00
www.capitaline.com
MAGNA INDUSTRIES AND EXPORTS LIMITEDNotes forming part of the financial statements
Note 18 Other expenses
Particulars
Rent including lease rentalsShare Transfer charges & listinq feesRepairs and maintenance - OthersComputer expensensurance
Stamp charqesMotor car expensesCustom bonding chargeRent, rates and taxesTrademark and patent charqesElectricityTravelling and conveyanceTelephone charqes «Octroi chargesPostage and courierMinting and stationeryClearin.q, freight and forwardingSales commissionSales discountBrokerage charqesCustomer hospitality expensesExhibition charqesBusiness promotionAdvertisement & Sales Promotion expensesAdministrative ExpensesDonations and contributionsSelling and transportation chargesLoading and unloading chargesLegal and professionalLoss on sale of fixed assetPayments to auditors (Refer Note (i) below)Net loss on foreign currency transactions and translation(other than considered as finance cost)Director's RemunerationSubscription chargesMiscellaneous expensesDies, moulds and other intangible assets amortisation
Total
For the year ended 31March, 2013
Rupees911,050.00265,630.00152,273.0045,690.0017,178.009,650.00
295,650.00-
36,950.00-
106,353.001,516,530.00
60,342.004JL380.0045,159.00
195,530.00765,630.00
9,950.0025,650.00
-179,650.00265,730.00653,085.00
1,565,630.00565,750.00200,000.00159,730.00175,630.00250,000.00
-202,000.00
-
120,000.0027,550.00
575,659.00294,696.00
9,740,705.00
For the year ended31 March, 2012
Rupees729,627.00
3,337,248.0018,905.002,048.005,655.00
11,000.0010,135.0022,954.0018,086.0020,000.0070,235.00
996,118.0073,021.0013,877.0041 ,756.00
166,113.00990,218.00
110.005,800.00
58,000.0010,000.00
314,763.00596,533.00
1,646,123.00288,117.00
1,000,000.0098,645.00
128,130.00155,000.00421,486.00120,000.0068,543.00
120,000.0010,000.00
230,160.00
11.798,406.00Notes:
Particulars
(i) Payments to the auditors comprises (net of service taxinput credit, where applicable):
As auditors - statutory auditFor taxation mattersFor company law mattersFor management servicesFor other servicesReimbursement of expenses
Total
For the year ended 31March, 2013
Rupees
120,000.0020,000.00
-30,000.009,779.00
22,221.00202,000.00
For the year ended31 March, 2012
Rupees
120,000.00-----
120,000.00
www.capitaline.com
13. DETAILS OF RELATED PARTIES AND RELATED PARTYDISCLOSURES:-
PartiesWhereControl existAdvances:SatishBhangarMohanlalBhangarKamleshGaneriwala
RelationshiP
Director
Director
Relative ofDirector
Nature ofTransactions
Loan
Loan
Loan9
TOTAL
2012-2013Rs.
16,50,370.00
3,08,08,000.00
3,00,000.00
3,27,58,370.00
2011-2012Rs.
-
31400000
-
3,14,00,000.00
14. Previous Year's figures have been regrouped/reclassified wherever
Necessary to correspond with the current years classifications/disclosure
Signatures to Significant Accounting Policies and Noted 1 to 18 to the financial
statements.
As per our report of even date
FOR P.BOHRA & COMPANY
CHARTERED ACCOUNTANTS
Firm Registration No: 003264C
(PRAKASH BOHRA)
PROPRIETOR.Membership No: 72366Place: Mumbai.
FOR MAGNA INDUSTRIES & EXPORTS LTD,
Date: 18th July, 2013 DIRECTOR/S
www.capitaline.com
STATEMENT OF SIGINIFICANT ACCOUNTING POLICIES AND NOTES TO THEACCOUNTS FOR THE YEAR ENDED 31st March, 2013.
A. Statement of significant Accounting Policies:
1. ACCOUNTING ASSUMPTIONS:The financial statements are drawn up in accordance with the historicalcost convention on accrual basis and comply with the accountingstandards referred to in Sec 211 (3C) of the Companies Act, 1956.
2. FIXED ASSETS:All fixed assets are stated at cost of acquisition less accumulateddepreciation and impairment loss, if any.
3. DEPRECIATION:Depreciation on all fixed assets is provided on straight-line method atthe rate specified in Schedule XIV of the Companies Act, 1956.Depreciation on additions / deletions is provided on pro-rata basis tothe months of additions / deletions.
4. INVESTMENTS:Investments are classified as long-term investments and are stated atcost. Diminution in value, if any, which is of a temporary nature, is notprovided.
5. VALUATION OF INVENTORIES:Finished Goods are valued at cost.
6. REVENUE RECOGNITION:Sales are recognized, on involving and actual dispatch to customers andare recorded exclusive of Sales Sax. Other incomes, interest incomes areaccounted on accrual basis.
7. FOREIGN CURRENCY TRANSACTION:The transactions in foreign currency are accounted at exchange rateprevailing on the date of transaction. Monetary items denominated inforeign currency outstanding at the year-end are translated at the year-end exchange rate and the unrealized exchange gain or loss isrecognized in the profit and loss account.
www.capitaline.com
8. BORROWING COSTS;Borrowing costs are recognized as an expense in the period in whichthey are incurred, except to the extent where borrowing costs that aredirectly attributable to the acquisition, construction, or production of anasset till put for its intended use is capitalized as part of the cost of thatasset.
9. A) CURRENT TAX:Provisions for Current Income tax liability is made on estimated TaxableIncome under Income Tax Act, 1961 after considering permissible taxexemptions, deductions and disallowances. This liability is calculated atthe applicable tax rate or Minimum Alternate Tax rate under section115JB of The Income Tax, 1961 as the case maybe.
B) DEFERRED TAX:Deferred tax reflects the impact of current year timing differencesbetween accounting and taxable income and reversal of timingdifferences of earlier years. Deferred tax is measured based on the taxrates and laws that have been enacted or substantively enacted as of thebalance sheet date. Deferred tax assets are recognized only to the extentthere is reasonable certainty that sufficient future taxable income will beavailable against which such deferred tax assets can be realized and arereviewed at each balance sheet date.
10. PROVISION AND CONTINGENT LIABILITIES:The Company recognizes a provision when there is a present obligationas a result of a past event that probably requires an outflow of resourcesand a reliable estimate can b made of the amount of the obligation. Adisclosure for a contingent liability is made when there is a possibleobligation or a present obligation that may, but probably will not,requires an outflow of resources. When there is a possible obligation or apresent obligation that the likelihood of outflow of resources is remote,no provision or disclosure is made.
11. PROPOSED DIVIDEND;Dividend proposed by the Board of Directors is provided in the books ofaccount, pending approval of the shareholders in Annual GeneralMeeting.
12. MEASUREMENT OF EBIDTA:As per the guidance note on revised schedule VI of the Companies Act,1956, issued by the ICAI, the company has elected to present earnings
www.capitaline.com
ATTENDANCE SLIPMAGNA INDUSTRIES AND EXPORTS LIMITED
Regd. Office: Office No-2, Pittalwala Bldg, 17, Tilak Road, Santacruz (West) Mumbai: 400054.(Please Fill In Attendance Slip And Hand It Over At The Entrance Of The Meeting Venue.)
\ hereby record my presence at the 24th Annual General Meeting of the Company being held on Monday,30th September, 2013 at 10.30 P.M. at Office No-2, Pittalwala Bldg, 17, Tilak Road, Santacruz (West)Mumbai: 400054 and at any adjournment thereof.
Folio No DP-ID*No. of Shares held Client ID*
Member's/ Proxy* Name..............(in Block Letters) (Member's/ Proxy's Signature)
(To be signed at the time of handing over this slip)
* Applicable for Members holding Shares in electronic form.
TPARHPAR ——_ - » .. ^ d/\i\jnijrti\
PROXYFORMMAGNA INDUSTRIES AND EXPORTS LIMITED
Regd. Office: Office No-2, Pittalwala Bldg, 17, Tilak Road, Santacruz (West) Mumbai: 400054.
I/We ............................—.—..—. of being a Member/Members of the MagnaIndustries and Exports Limited, hereby appoint or failinghim as my/our Proxy to attend and vote for me/us and on my/our behalfat the 24* Annual General Meeting of the Company to be held on Monday, 30th September, 2013 at 10.30pjn. at Office No-2, Pittalwala Bldg, 17, Tilak Road, Santacruz (West) Mumbai: 400054 and at anyadjournment thereof.
Folio No: DP-ID*No. of shares held: Client ID*
Signed this day of 2013.
Signature
* Applicable for members holding Shares in electronic form
Note: This proxy must be deposited at the Registered Office of the Company at Office No-2, PittalwalaBldg, 17, Tilak Road, Santacruz (West) Mumbai: 400054 at least 48 hours before the aforesaid meeting.The proxy need not be a member of the Company.
www.capitaline.com
