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. () - Director Report

Company director report

VVN MFG. AND INVESTA LIMITED ANNUAL REPORT 2004-2005 DIRECTORS' REPORT To 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, 2005. 1. FINANCIAL RESULTS: 31/03/05 31/03/04 Rs. Rs. 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 APPROPRIATION 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 3,22,85,638 1,68,60,320 2. PERFORMANCE: 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). 3. DIVIDEND: 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 under review. 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 capacities. 6. INSURANCE: The company has taken insurance of all movable & immovable assets of the company. 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 accounts. 8. DIRECTORS: 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. 9. AUDITORS: 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. 14. ACKNOWLEDGEMENT: 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 COMPLIANCE CERTIFICATE TO The Members 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 required. 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 Financial year. 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 arise. (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 the Act. 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 year. 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 financial year. 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 financial year. 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 financial year. 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 under scrutiny. 28. The company has not altered the provisions of the Memorandum of Association with respect to name of the company during the year under scrutiny. 29. The company has not altered the provisions of the Memorandum of Association with respect to share capital of the company during the year under scrutiny. 30. The company has not altered its Articles of Association during the financial year. 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 the Act. 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 the Act. 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. ANNEXURE-B 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.