VVN MFG. AND INVESTA LIMITED
ANNUAL REPORT 2004-2005
The Dear Members
Your Directors have pleasure in presenting 23rd Annual Report together with
Audited Accounts of the Company for the financial year ended on 31st March,
1. FINANCIAL RESULTS:
Profit/(Loss) before providing Depreciation 5,46,93,627 3,18,27,533
Less: Depreciation 1,53,21,546 63,78,904
Profit/(Loss) before taxation 3,93,72,081 2,54,48,629
Less: Provision for taxation 77,00,000 89,00,000
Profit/(Loss) after taxation 3,16,72,081 1,65,48,629
Add: Prior year IT Adjustment 14,711 -
Excess Provision for Tax on Div. W/off 21,172 -
Previous year balance B/F 5,77,674 3,11,691
PROFIT/(LOSS) AVAILABLE FOR APPROPRIATION 3,22,85,638 1,68,60,320
Transfer to General Reserve 2,50,00,000 1,60,00,000
Proposed dividend 3,78,013 3,78,013
Income Tax on Dividend 53,018 70,575
Deferred Tax Liabilities 63,28,358 (2,20,643)
Prior year I.T. adjustments - 54,701
Balance carried forward to Balance Sheet 5,26,249 5,77,674
The Company's total income has substantially increased from
Rs.18,10,82,532 to Rs. 30,20,35,332 and Sales is increased from
Rs.9,71,18,834 to Rs.17,97,76,065 during the year. Company has also
earned handsome income by way of Labour and Operational charges of
Rs.10,68,63,936 as against Rs. 7,89,80,373 of last financial year, which
results in to considerable increase in income.
The net profit for the year after providing for taxation of Rs. 77,00,000
(previous year Rs. 89,00,000) is substantially increased to Rs. 3,16,72,081
(previous year Rs. 1,65,48,629).
Your Directors are pleased to recommend a dividend @18% (Previous Year
@18%) on equity shares for the year ended 31st March, 2005.
4. FIXED DEPOSITS:
The company has not accepted any fixed deposit from Public during the year
5. SUBSTANTIAL EXPANSION:
The substantial expansion has been successfully implemented and all the new
machinery have been commissioned. Your Directors are pleased to inform you
that our key customer envisages there is a tremendous scope of increasing
geared coupling business in Indian as well as global market. To be cost
competitive and to have better quality company has planned to expand its
manufacturing activities of coupling & pulley by installing imported and
indigenous sophisticated machineries under substantial expansion (New
Project). The company has already received an acknowledgement from SIA, New
Delhi in respect of registration of its new activities and installed
The company has taken insurance of all movable & immovable assets of the
7. SUBSIDIARY COMPANIES
Your company has following subsidiaries viz.
1. Prayas Castings Limited
The declaration u/s.212 (3) of the Companies Act, 1956 is attached with the
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Shri G.N. Patel, director retires by
rotation at the forthcoming Annual General Meeting of the Company and being
eligible offers himself for reappointment.
The Company's Auditors M/s. J.D. Zatakia & Co., Chartered Accountants,
Mumbai, retire as statutory auditors at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment. You
are requested to appoint auditors to hold office till the conclusion of
next Annual General Meeting and fix their remuneration.
10. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the
Directors confirm that
* In the preparation of the annual accounts, the applicable accounting
standards have been followed.
* Appropriate accounting principles have been selected and applied
consistently, and have made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company as at 31st March, 2005 and of the profits of the company for the
period ended on 31st March, 2005.
* Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
* The annual accounts have been prepared on a going concern basis.
11. COMPLIANCE CERTIFICATE:
In terms of proviso to Section 383A(1), read with The Companies (Compliance
Certificate) Rules, 2001, the company has obtained Compliance Certificate
from Mrs. R.A. Bapat & Co., Company Secretary in Whole time practice of
Ahmedabad, the copy of said certificate is attached with this report.
12. PARTICULARS OF EMPLOYEES:
No person/employee of the company is/was drawing remuneration more than the
limit specified under Section 217(2A) of the Companies Act, 1956 during the
year or part of the year ended on 31.3.2005. Hence details required Under
Section 217(2A) of the Companies Act, 1956 have not been furnished.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
There are no particulars to be furnished under the section 217(1)(e) of the
Companies Act, 1956. Though voluntarily under State Bank of India Scheme,
an Energy Audit has been carried out by the competent authority.
Your Directors place on record their appreciation for the co-operation
received from the Company's employees. The Directors also acknowledge the
support and co-operation extended by banks & Financial Institutions.
For and on behalf of Board of Directors
Date : 30th August, 2005 P.B. Patel N.S. Patel
Place : Vallabh Vidyanagar Director Director
VVN MFG & INVESTA LIMITED
Anand Sojitra Road,
Vallabh Vidyanagar-388 120
I have examined the registers, records, books and papers of VVN MFG &
INVESTA LIMITED (hereinafter referred to as 'the company') as required to
be maintained under the Companies Act 1956 (the Act) and the rules made
thereunder and also the Provisions contained in the Memorandum of
Association and Articles of Association of the Company for the Financial
year ended on 31.03.2005 (Financial year). In my opinion and to the best of
my information and according to the examinations carried out by me and
explanations furnished to me by the company, its officers and agents, I
certify that in respect of the aforesaid Financial year.
1. The company has kept and maintained all registers as stated in Annexure
`A' to this certificate, as per the provisions of the Act and the rules
made thereunder and all entries therein have been duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure
'B' to this certificate, with the Registrar of Companies, Regional,
Director, Central Government, Company Law Board or other authorities within
the time prescribed under the Act and the rules made thereunder.
3. The Company, being a public limited company, the comments are not
4. The Board of Directors duly met 7(Seven) times respectively on Thirtieth
April 2004, Twenty Eighth June 2004, Thirtieth July 2004, Forth August
2004, Thirtieth October 2004, Twenty Seventh January 2005 and Thirty
First March 2005 and in respect of which meetings proper notices were
given and the proceedings were properly recorded and signed. The Company
has not passed circular resolution during the year.
5. The company has closed its Register of Members from 17th September 2004
to 24th September 2004 (Both days inclusive) and necessary compliance of
section 154 of the Act has been made.
6. The Annual General meeting for the financial year ended on 31st March,
2004 was held on 25th September, 2004 after giving due notice to the
members of the company and the resolutions passed were duly recorded in
Minutes Book maintained for the purpose.
7. No Extra-ordinary General meeting was held during the financial year.
8. The Company has not advanced any loans to its directors or persons or
firms or companies referred to under section 295 of the Act.
9. The company has duly complied with the Provisions of section 297 of the
Act in respect of contracts specified in that section.
10. The company has made necessary entries in the register maintained under
section 301 of the Act.
11. As there was no instances falling within the purview of section 314 of
the Act, the company has not obtained any approvals from the Board of
directors, members or Central Government.
12. The company has not issued any duplicate share certificates during the
13. (i) There was no allotment /transfer/transmission of securities during
the financial year.
(ii) The company has deposited the amount of dividend declared in a
separate bank account of State Bank of India, Specialised Commercial
branch, Anand on 3rd day of October 2004, Which is within five days from
the date of declaration of such dividend
(iii) The Company has paid dividend to all the members within a period of
30 days from the date of declaration. Therefore the question of transfer of
unclaimed/unpaid dividend to a separate 'Unpaid Dividend Account' need not
(iv) As there was no unpaid dividend, application money due for refund
matured deposits, matured debentures and the interest accrued there on
which have remained unclaimed or unpaid for a period of seven years the
question to transfer the same to Investor Education and Protection Fund
need not arise.
(v) The company has duly complied with the requirements of section 217 of
14. The Board of Directors of the Company is duly constituted and the
appointment of Directors, Additional Directors have been duly made. The
Company had not appointed alternate directors and the directors to fill the
casual vacancy during the financial year.
15. The Company has not appointed any Managing Director, wholetime
director, or manager during the last financial year.
16. The company has not appointed any sole selling agents during financial
17. The company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director, Registrar and/or such
authorities prescribed under the various provisions of the Act during the
18. The directors have disclosed their interest in other firms/ companies
to the Board of directors Pursuant to the provisions of the Act and the
rules made thereunder.
19. The company has not issued any share, debentures or other securities
during the financial year.
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of preference Shares or debentures during the
22. There were no transactions necessitating the company to keep in
abeyance the rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
23. The company has not invited/accepted any deposits including any
unsecured loans falling within the purview of Section 58A during the
24. The amounts borrowed by the company from directors, members, public
financial institutions, banks and other during the financial year ending
31.03.2005 are within the borrowing limits company and that necessary
resolutions as per section 293(1) (d) of the Act, have been passed in duly
convened General Meeting of the Members of the Company.
25. The company has not made any loans or advances, or given guarantees or
provided securities to other bodies corporate and consequently no entries
have been made in the register for the purpose.
26. The company has not altered the provisions of the Memorandum of
Association with respect to situation of the company's registered office
from one state of another during the year under scrutiny.
27. The company has not altered the provisions of the Memorandum of
Association with respect to the objects of the company during the year
28. The company has not altered the provisions of the Memorandum of
Association with respect to name of the company during the year under
29. The company has not altered the provisions of the Memorandum of
Association with respect to share capital of the company during the year
30. The company has not altered its Articles of Association during the
31. There was/were no prosecution initiated against or show cause notices
received by the company and no fines or penalties or any other punishment
was imposed on the company during the financial year, for offences under
32. The company has not received any money as security from its employees
during the financial year.
33. The company has deposited both employee's and employer's contribution
to Provident Fund with prescribed authorities pursuant to section 418 of
Place : Ahmedabad Signature:
Date : 30.07.2005 Name of the Company Secretary:
SMT. R.A. BAPAT
C.o. P. No.: 5149
Registers as maintained by the company: STATUTORY REGISTERS
1. Register of Member u/s 150
2. Register of Charge u/s. 143
3. Copies of Annual Return U/S 159 and 160
4. Books of Accounts u/s 209
5. Minutes of General Meeting u/s 193
6. Minutes of Board Meeting u/s 196
7. Register of Director, Managing Director, Manager or Secretary u/s 303
8. Register of Director's Shareholding and Debenture holding u/s 307
9. Register of Deposits under Rule 7 of the Companies (Acceptance of Public
Deposits) Rules, 1975.
10. Register of Contracts under section 301
11. Register of share transfer
12. Fixed Asset Register
13. Register of Directors Attendance in the Board Meeting.
14. Register of Investments.
Forms and Returns Filed by the company with the registrar of Companies,
Regional directors, Central Government or other authorities during the
financial year ending on 31st March, 2005.
1. Annual Return dated 25.09.2004 u/s. 159 filed on 24.11.2004.
2. Balance Sheet dated 31.03.2004 u/s. 220 filed on 21.10.2004.
3. Compliance Certificate dated 25.09.2004 u/s. 383A filed on 21.10.2004.
4. From No. 23 Dated 25.09.2004 filed on 21.10.2004.