Your directors have pleasure in presenting Twenty Eighth Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March, 2013.
The operational performance of the Company for the period under review is as below: -
| ||Year ended 31.03.2013 ||Year ended 31.03.2012 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Gross Sales and other Income ||7664.61 ||7279.44 |
|Profit before Interest & Depreciation ||543.71 ||467.12 |
|Interest and || || |
|Financial Charges ||60.08 ||24.58 |
|Depreciation ||90.83 ||87.47 |
|Net Profit for the year ||387.18 ||355.07 |
|Provision for Income tax (Current) ||128.17 ||115.86 |
|Balance carried from previous year ||823.91 ||677.70 |
|Profit available for appropriation ||1082.89 ||916.91 |
|Provision for dividend & Dividend distribution tax ||43.00 ||43.00 |
|Transfer to General Reserve ||100.00 ||50.00 |
|Balance carried to Balance sheet ||939.89 ||823.91 |
The sales performance of the Company has shown improvement over the last year. The costeffective measures have also contributed to the improved performance in terms ofprofitability, 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) absorbinga sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appearin the Register of Members as on the book closure date.
Your company has chalked out a plan to grow in the export market. This segment of thebusiness is expected to grow at a faster rate, in the coming years.
Company is in the process of expanding its capacity and is also entering into alliedbusiness. The Company had already taken steps for the purpose of expansion anddiversification and for this funds have been arranged through internal sources.
Mr. Basant Singh Johari and Mr. Nirmal Lunia, Directors are liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves for there-appointment. The Board of Directors recommends their re-appointment.
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 ofthe 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 theCompanies 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 directorsconfirm that: -
(I) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that they are reasonable and prudent so as to give a trueand fair view of the state of affairs of your Company at the end of financial year and ofthe profit of your Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Details of Conservation of Energy and Technology Absorption under provisions of Section217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particularsin the report of Board of Directors) Rules, 1988 are given as Annexure to this report.
Foreign Exchange earning was 96.73 Lacs and the outgo was Rs.231.04 Lacs during theYear.
M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Companyare liable to retire by rotation at the ensuing Annual General Meeting and who beingeligible 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 theyear 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 bankersfor their support to the Company.
The Directors also thank the Government of India, the Concerned State Governments andother Government Departments and Government Agencies for their cooperation.
|FOR AND ON BEHALF OF THE BOARD |
|HARSH VORA |
|MANAGING DIRECTOR |
|VASUDEO S. BHATE |
|TECHNICAL DIRECTOR |
|PLACE: INDORE |
|DATE : 27th May, 2013 |
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, requiredenergy conservation measures were already taken to ensure optimum power consumption to theextent 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
4. Expenditure on R & D
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, productdevelopment, imports substitution etc.
3. In case of imported technology (imported during the last 5 years reckoned from thebeginning of the financial year)
b) Year of Import
c) If not fully absorbed areas where this has not taken place, reasons therefore andfuture plans of action.
STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES, ACT, 1956 READ WITH COMPANIES(PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF THE DIRECTOR'S REPORT FOR THEYEAR ENDED 31ST MARCH, 2013
|S. ||Name ||Age ||Designation || |
|Experience ||Date of ||Previous |
|No. || ||(years) || ||(Amt. in Rs.) || ||(in years) ||Joining ||Employment |
|1 ||Harsh Vora ||50 ||Managing Director ||84,00,000 ||B.Com. ||29 ||06.12.1990 ||NIL |
1. The monthly remuneration of Mr. Harsh Vora, Managing Director of the Companyexceeded the limit of Rs. 5,00,000 w.e.f 29.10.2011.
2. Remuneration has been calculated on the basis of Section 198 of the Companies Act,1956
3. The employment is contractual in accordance with the terms and conditions as per theagreement.
4. Mr. Madhusudan Jain, Whole Time Director is the relative of Mr. Harsh Vora, ManagingDirector of the Company.
5. Mr. Harsh Vora, Managing Director of the Company is the relative of Mr. MadhusudanJain, Mr. Nirmal Lunia and Vimal Lunia, Directors of the Company.
| || ||FOR AND ON BEHALF OF THE BOARD |
|PLACE: INDORE ||HARSH VORA ||VASUDEO S. BHATE |
|DATE : 27th May, 2013 ||MANAGING DIRECTOR ||TECHNICAL DIRECTOR |