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Surbhi Industries Ltd.

BSE: 514260 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Surbhi Industries Ltd. (SURBHIINDS) - Director Report

Company director report

DIRECTOR

Dear Shareholders,

The Directors of your Company have pleasure in submitting their Nineteenth AnnualReport together with the Audited Statement of Accounts for the year ended 31st March,2011.

FINANCIAL RESULTS

The financial results during the year under review are very much appreciable companyhas recorded turnover of Rs. 1842.09 lacs as against the previous years turnover of1717.98 lacs which show 7.2 % increase in comparison with the previous year. The Companyhas managed to earned same profit before tax and depreciation of Rs. 96.30 lacs. The netprofit after tax of the company increased to Rs.22.05 lacs against the Rs. 18.26 lacs inprevious year.

DIVIDEND

In view of requirement of financial resources and considering the future requirementsof funds, your Directors are unable to recommend any Dividend for the year ended 31stMarch 2011

BUSINESS

Efforts are being made to provide better result than earlier years. In view of theincreased activities and expansions and programs to grab the emerging opportunities.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Bipinbhai Patel and Mr. Nimishbhai Jariwal,directors retire by rotation in terms of the Articles of Association of the Company andbeing eligible, offers themselves for reappointment. A brief profile of these directorsare given in the notice of the 19th Annual General Meeting.

A brief resume of director(s) retiring by rotation seeking appointment at the ensuingAnnual General Meeting, nature of their expertise in specific functional areas and namesof companies in which they hold directorship and/or membership/ Chairmanship of Committeesof Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges,are given in the section of Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning ofthe Companies (Acceptance of Deposits) Rules 1975 during the year.

INSURANCE

All the properties and the insurable interest of the company including building, plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.

AUDITORS

M/s. D. C. Jariwala & Co., Chartered Accountants, the auditors of the Company,retire at the conclusion of the ensuing Annual General Meeting of the Company. They beingeligible for reappointment as Statutory Auditor of the Company and have expressed theirwillingness to accept office and have furnished certificate under Section 224(1B) of theCompanies Act, 1956 for their eligibility for re-appointment. Your directors recommend fortheir appointment.

AUDITORS’ REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory andadequately explained the matters, which are dealt with by the auditors.

COMPLIANCE CERTIFICATE

A compliance report pursuant to section 383 of the Companies Act, 1956 attached asannexure to this report and forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, yourDirectors hereby confirms the following:

1. That in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures ;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31.03.2011 and of the Profit & Loss of the Company for thatperiod ;

3. That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

POLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE.

Company’s texturing plants are running with electricity which are supplied by theDaxin Gujarat Vij Company Limited. Moreover, Company has one DG set as a stand byarrangement. The plants are periodically checked as a measure of periodical maintenance tominimal break down and energy conservation. However company’ production facilities donot offer much scope for energy conservation. The Company has installed the Wind Turbineand during the year total 12.59 lacs units were generated. Company has obtained credit ofthese unites against its electricity consumption at its factory. The particulars regardingtechnology absorption and Foreign exchange earnings and outgo pursuant to Section 217 (1)(e) of the Companies Act, 1956 are as under :

FORM A [See Rule 2]

Conservation of Energy

A. POWER AND FUEL CONSUMPTION:

Particulars 2010-11 2009-10
1 Electricity
(a.) Purchased
Total Units (in lacs kw) 19.33 34.34
Total Amount (in lacs Rs.) 106.25 189.63
Rate / unit (In Rs.) 5.50 5.52
(b) Own Generation
Wind Mill (units in lacs) 12.59 13.60
(Credit was given in Electric Bill of Rs.64.27 lacs)
2 Diesel N.a. N.a.
3 Furnace Oil N.a. N.a.
4 Others N.a. N.a.

B. Consumption per unit of production

Products Polyester Crimped/ Texturised yarn
Standard (if any) year 2010-11 year 2009-10
Electricity (Rs./Kg.) - n.a. n.a.

Technology absorption

The Company’s plant is running satisfactorily. No other technology is involved inCompany’s facility other than Windmill Power Generation.

Foreign exchange inflow / out flow

Year 2010-11 2009-10
Foreign Exchange inflow 112000/- nil
Foreign Exchange outflow nil 2695314/-

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of theCorporate Governance and the Certificate of the Auditors of the Company in respect ofcompliance thereof are appended hereto and forming part of this report.

LISITNG

At present the your Company’s securities are listed on the Bombay Stock ExchangeLimited., Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange Limited. As a costsaving measures and to conserve the resources company had applied to voluntarily delist itshares from Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange and application ispending. Necessary steps are being taken to revoke the suspension at the Bombay StockExchange Limited.

PARTICULARS OF EMPLOYEES

There was no employee drawing in excess of limits prescribed under Section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

GENERAL

The notes forming part of Accounts, being self-explanatory are not being dealt withseparately.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operationextended by customers, various Government, Semi-Government and Local Authorities,suppliers, Shareholders, business associates.

Your Directors also wish to place on record their deep appreciation for the dedicationand hard work put by the employees at all levels towards the growth of the Company. Lastbut not the least, the Board of Directors wish to thank the Investor/ Shareholders fortheir support, co-operation and faith in the Company.

Registered Office: For and on behalf of the Board
Surbhi Estate, By order of the Board
Mohanwadi,
Katargam
Surat Sd/-
Date : 30/06/2011 Bipinbhai Patel
Place : Surat Chairman