DHARNENDRA INDUSTRIES LIMITED
ANNUAL REPORT 2002-2003
Your Directors have pleasure in presenting the 16th ANNUAL REPORT on the
business operations of the Company and Financial Results for the year ended
31st MARCH, 2003.
FINANCIAL RESULTS : (Rs. in Lacs)
Current Year Previous Year
Particulars 31-03-2003 31-03-2002
Sales & Servicing Income 1983.50 4245.94
Gross Profit (Loss) from Operations (2401.13) (3081.55)
(Loss) of Partnership Firm (8.05) (192.60)
Other Income 2.43 240.26
Profit (Loss) before tax (2507.31) (3145.20)
Prior period items 337.10 96.47
Profit (Loss) after tax (2844.41) (3241.67)
Profit brought forward (2169.85) 893.98
Balance Transferred from General Reserve 0.00 177.84
Profit (Loss) available for appropriation (5014.26) (2169.85)
Balance carried to Balance Sheet (5014.26) (2169.85)
OPERATIONS DURING YEAR:
The year under review has recorded turnover of Rs.1983.50 Lacs as against
turnover of Rs.4245.94 Lacs lacs during the previous. This implies
reduction in turnover by about 53.28%. This has happened on account of
acute liquidity crunch and non-availability of working capital funds,
further the company has continue to make losses on account of increase in
input prices decrease in selling prices, increase in power and fuel and
other costs and non lifting of materials by the importers on account of
reduction of oil prices in the international market. The company's
performance has been adversely affected throughout the year because of
large scale unchecked imports coming in to the country. Internationally oil
prices have fallen drastically.
To implement effective management, the Company/ promoters have escrowed all
its receipts and payment to the Bank and accordingly , entire cash flow
part of the year under review were monitored by the bank. With regards to
presentation made by auditors, the rebate claims, reversal of debit notes
and bad debts written off also includes the part amount assigned by the
bank to the company which Company was not able to recover till date though
Company has continued its efforts to recover the same.
To curtail the level of losses and to initiate the implementation of the
Memorandum of Understanding (MOU) with the bank, the Company has withdrawn
itself from the partnership film with effect from 28.6.2002 as per
retirement deed executed. In view of the above, the Company is no more
partner in the said firm. As a result thereof, the Company henceforth would
not be liable for losses / liabilities.
FUTURE PLANS & PERCEPTIONS:
The directors feel that had working capital been available, the sales and
performance of the company would have been much better. The company is
making all efforts to increase the export performance, as there good
potential. The company is continuously making all efforts to increase its
base in overseas market. Ice-cream Unit of the company is under revival.
The Company is trying to improve its export performance for Castor Oil.
During the year under review, the Company has not accepted any Fixed
Deposit from the general public.
At the ensuing Annual General Meeting Shri Bhupendra B. Gandhi, who retires
by rotation and is eligible for re-appointment.
During the year Mr. Arvind J Shah and Mr. Mahendra A Shah has retired from
the board the board places the record of appreciation for the services
rendered during their tenure
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
As required by the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 the relevant data pertaining to
Conservation of Energy, Technology, Absorption & Foreign Exchange earnings
and outgo are given in the Annexure forming part of this report.
Your Directors are pleased to record the appreciation and sense of
commitment shown by our employees at all levels and acknowledge their
contribution towards sustain progress of the Company even in the sluggish
market conditions. The relations between management and employees remained
In order to comply the provisions of Section 256 of the Companies Act,
1956, Mr. Bhupendra B. Gandhi and Mr. Navinbhai B. Gandhi, retire by
rotate on and are being eligible for reappointment, offers himself for
Your Company is committed to the tenets of goods Corporate Governance and
has taken adequate steps to ensure that the requirement of Corporate
Governance as laid down in clause 49 of the listing Agreement are complied
A separate report on Corporate Governance is being published as a part of
the Annual Report of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement are
complied by the Company and their Certificate is annexed to the report on
LISTING AGREEMENT WITH STOCK EXCHANGE:
As per the provisions of a Listing Agreement with the a Stock Exchange of
Ahmedabad, the Company has complied with the requirements and necessary
guidelines issued from time to time by The Stock Exchange - Ahmedabad and
M/S. Bharat Parikh & Associates, Vadodara, Chartered Accountants, Statutory
Auditors of the Company whose tenure expire at the conclusion of the
ensuing Annual General Meeting are eligible for reappointment.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
There are no employees who are in receipt of remuneration to the aggregate
of not less than Rs. 24,00,000/- per annum or Rs.2,00,000/- per month in
respect of part of the year or during the year.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required u/s.217 (2AA) of the Companies Act, 1956, it is hereby
(i) That in the preparation of the annual accounts for the financial year
ended 31st March, 2003, the applicable accounting standards has been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit/loss of the
Company for that period.
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the Annual Accounts for the financial
year ended 31st March, 2003 on a going concern basis.
Your Directors place on record their sincere appreciation of the services
rendered by the Bankers and Financial Institutions who have given their
valuable cooperation during the year under review Further, your Directors
also wish to place on record the valued support and cooperation of
shareholders, customers, suppliers, employees and workers of the Company.
For and on behalf of the Board
Place : Ahmedabad Navinchandra B. Gandhi
Date : 05-09-2003 Chairman.
ANNEXURE TO THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2003 -
PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION.
ANNEXURE TO THE DIRECTORS' REPORT
Particulars required under the Company's (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988.
(A) CONSERVATION OF ENERGY:
a. Energy conservation measures taken :
Company is giving high priority to energy conservation and has continued
with its policy of energy.
Audit and periodic overhauling of the part and machinery.
b. Additional investments and proposals if any being implemented for
reduction of consumption of energy.
Investments in energy saving equipment are under implementation
c. Impact of measures at (a) and (b) for reduction of energy consumption
and consequent impact on the cost of production of goods
Reduction in energy consumption leads to reduction in the cost of
production and increase in the production efficiency however the same
cannot be quantified.
d. Total energy consumption and energy consumption per unit of production.
As advised to the management, The present activity of the Company is not
covered under the list of specified industries.
(B) RESEARCH AND DEVELOPMENT:
a) Specific areas in which R&D carried out by the Company:
b) Benefits derived as a result of the above R & D:
c) Further plan of action:
d) Expenditure of R & D:
i) Capital -
ii) Recurring -
iii) Total -
iv) Total % of turnover -
(C) TECHNOLOGY ABSORPTION AND INNOVATION:
a) Efforts made:
c) Particulars of Technology Imported during the last 5 years:
(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings 249.32 Lacs 4167.56 Lacs
Outgo NIL NIL
For and on behalf of the Board
Navinchandra B. Gandhi
Place : Ahmedabad Chairman
Date : 05-09-2003