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Sharp Industries Ltd.

BSE: 523359 Sector: Industrials
NSE: N.A. ISIN Code: INE013B01021
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Sharp Industries Ltd. (SHARPINDS) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the 23,d Annual Report with the AuditedStatements of Accounts of the Company for the year ended on 30th September, 2012.

FINANCIAL RESULTS

(Rs. In Lac)

Year ended 30.09.2012 Year ended 30.09.2011
Net Sales 22107.13 19600.81
Profit Before Interest, Depreciation, Exceptional & Extra-ordinary Items and Tax 2919.28 3934.61
Interest & Financial Charges 695.17 251.81
Profit Before Depreciation, Exceptional & Extra-ordinary Items & Tax 2224.11 3682.80
Less: Depreciation 623.18 478.70
Profit Before Exceptional & Extra-ordinary Items and Tax 1600.93 3204.10
Exceptional Items 0.00 73.47
Profit Before Extra-ordinary Items and Tax 1600.93 3277.57
Extra-ordinary Items 0.00 0.00
Profit Before Tax 1600.93 3277.57
Provision for Taxation 79.97 0.00
Profit After Tax 1520.96 3277.57

OPERATIONAL PERFORMANCE

The net sales from operation for the year under review increased to Rs. 22107.13 Lacfrom Rs.19600.81 Lac in the previous year, a rise of 12.79%. Though the turnover increasedin the year under review, profitability was under pressure due to rise in raw materialcost, increase in operating cost including employee benefit expense, higher depreciationprovision, increased financial cost resulting from higher borrowings for working capitaland tax provisions during the year against no tax liability in the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year with a view to conserveresources for the expanding activities of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules,1975.

DIRECTORATE

Under the provisions of the Companies Act, 1956 and the Articles of Association of theCompany Mr. Ashwin "TSheth and Mr. Rajesh T. Sheth retire by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment.

There was no change in the Board of Directors of the Company.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange, separatesections on Corporate Governance and Management Discussion & Analysis together with aCertificate from the Company's Auditors on compliance have been included in this AnnualReport.

AUDITORS

M/s. R.R. Mandali & Co., Chartered Accountants, the Statutory Auditors of theCompany retire at the ensuing Annual General Meeting and being eligible offer themselvesfor reappointment.

COMMENT ON AUDITORS' REPORT

The Auditors' observations as stated in their Report and the Notes to the Accounts areself explanatory.

PARTICULARS OF EMPLOYEES AND OTHERS

The Company does not have any employee receiving remuneration of Rs. 5,00,000/- &more per month i.e. Rs. 60,00,000/- & more per annum and therefore no particulars arerequired to be furnished under Section 217 (2A) of the Companies Act, 1956.

INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Energy conservation measures are taken on a continuing basis on various fields, whichhave yielded positive results in reducing energy consumption.

The Company is not covered under the list specified in Form 'A' of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in Lacs)
a Expenditure incurred in Foreign Currency 10.75
b Earnings in Foreign Currency (FOB Value) Nil

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm having:

i) followed in preparation of the Annual Accounts, the applicable accounting standardswith proper explanation relating to material departures, if any;

ii) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for that year;

iii) taken proper and sufficient care, to the best of their knowledge and ability,forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES

None of the Directors is disqualified under the provisions of Section 274(l)(g) of theCompanies Act, 1956. The Directors have made the requisite disclosures as required underthe provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

APPRECIATION

Your Directors place on record their deep appreciation for the continued valuablecontribution and the spirit of dedication of the employees at all levels. Your Directorsalso express their deep gratitude for the cooperation and support extended by thefinancial institutions, banks, Government authorities / agencies and other stakeholders.Propelled by the strong vision and powered by internal viability of the Company, yourDirectors look forward to brighter future with confidence.

For & On Behalf of the Board
Place : Mumbai. RAJESH T. SHETH
Date : 28.11.2012 CHAIRMAN