Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting this 23rd ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2015.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2015 compared to the previous year is as below:
(Rs. in Lacs)
2014-15 2013-14
1 Turnover 885.99 784.07
2 Other Income 5.86 7.98
3 Total Income 891.85 792.05
4 Profit/(Loss) Before Depreciation,
Interest and Tax (13.9) 17.52
Less/Add : Interest 53.12 49.27
Depreciation 5.65 9.39
5 Profit/(Loss) Before Taxation (72.67) (41.14)
6 Income Tax - -
7 Profit /(Loss) After Taxation (72.67) (41.14)
8 Prior year's Expenses - -
9 Profit/(Loss) for the year (72.67) (41.14)
CURRENT YEAR PERFORMANCE
The turnover of the Company has increased from Rs. 784.07 Lakhs to Rs.
885.99 Lakhs in current financial year but the other income has
decreased to Rs. 5.86 Lakhs from Rs. 7.98 Lakhs in current year.
The Company failed to achieve targeted results as the product is an
Agriculture product and mainly depended on Government policies and its
demand is seasonal. Earlier many subsidies were provided by State
Government but now the schemes of subsidies are modified by the
Government and also the percentage of the Subsidies has decreased
considerably. The cost of Raw material and Transportation Cost has
increased and at the same time the price of product was decreased so
Company could not reach at desired results. Also the tenders floated by
Government were very less and Company could not encash the floated
tenders.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with Stock
Exchange, the Management discussion and analysis report is enclosed
herewith as Annexure-1.
DIVIDEND
In view of the continued accumulated losses incurred by the Company,
your Directors do not recommend dividend on Equity Shares for the year
ended on 31st March, 2015.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
9,91,15,000. During the year under review, the Company has not issued
shares with differential voting rights nor granted stock options nor
Sweat Equity.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
(a) i n the preparation of the Annual Accounts for the year ended on
31st March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and 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 at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the Annual Accounts on a going concern
basis; and
(e) the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating
effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
Your Company has always given priority to incorporate standards for
Good Corporate Governance.
It has taken all necessary steps to adhere to all the stipulations laid
down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is annexed herewith as Annexure-2.
Certificate from the Secretarial Auditor D. G. Bhimani & Associates,
Company Secretary confirming the Compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of this report as Annexure-3.
CODE OF CONDUCT
Your Company has, in compliance of Clause 49(l) of the Listing
Agreement, formulated Code of Conduct for it's Directors, Senior
Management and the Employees of the Company. All the Directors, Senior
Management and the Employees have complied with this Code for the
Financial Year 2014-15.A declaration for compliance with this Code of
Conduct has been given by Chairman of the Company and such declaration
forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars as prescribed in Section 134(3)(m) of the Companies Act
2013 read with the Companies (Accounts) Rules 2014, are enclosed
herewith as Annexure - 4 .
INSURANCE
The whole properties of the Company have been insured properly and the
Company has taken necessary general insurance.
AUDITORS AND AUDITOR'S REPORT
a. Statutory Auditor:
The Company's Auditor M/S Mukund & Rohit, Chartered Accountants,
Vadodara were appointed as the Auditor to hold office up to this Annual
General Meeting. As required under the Companies Act, 2013, they shall
hold office for a maximum period of three years. Therefore, the Board
proposed to appoint them for their remaining term of two years from the
conclusion of 23rd AGM.
The notes on financial statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The
Auditor's Report does not contain any qualification, reservation or
adverse remark.
b. Secretarial Auditor:
According to the provision of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personal) Rules, 2014, the Board has appointed Mr. D. G.
Bhimani, Practicing Company Secretary for Secretarial Audit for the
Financial Year 2014-15. The Secretarial Audit Report is annexed
herewith as Annexure- 5.
EXTRACT OF THE ANNUAL RETURN
The Details forming part of the extract of Annual Return in Form MGT-9
is annexed herewith as Annexure- 6.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS HELD DURING THE YEAR
The Board of Directors duly met 4 times during the Financial Year from
1st April, 2014 to 31st March, 2015. The dates on which meetings were
held are as follows:
28th May, 2014,5th August, 2014, 13th November, 2014 and 7th February,
2015.
DIRECTORS
Mr. Naishadbhai N Patel will retire by rotation at the ensuring Annual
General Meeting and being eligible, offer himself for reappointment.
Your Directors state that Mr. Kiranbhai M. Patel, Mr. Arvindbhai V.
Shah, Mr. Jagdishbhai I. Patel were appointed as Independent Directors
for the period of 5 years at the 22nd Annual General Meeting held on
8th September, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
DEPOSITS
Company has not accepted any deposits under the meaning of Section 73
of the Companies Act, 2013 and rules made there under.
LOANS, GUARANTEES OR INVESTMENTS
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provided security in connection with a loan
to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate exceeding sixty percent, of its
paid-up share capital, free reserve and securities premium account or
one hundred percent of its free reserves and securities premium account
whichever is more.
POLICY ON DIRECTORS, KMP'S APPOINTMENT AND REMUNERATION
The policy of the Company on Director's and KMP's appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of Director and other matters
provided under Section 178 sub-section 3 of the Companies Act- 2013.
The same was approved by the Board. The Nomination and Remuneration
Policy of the Company has been uploaded on the website of the Company
www.adarshplant.com.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy in terms of Listing Agreement and also pursuant to
provision of Section 177(9) & (10) of the Companies Act 2013. The Vigil
Mechanism Policy has been uploaded on the website of the Company at
www.adarshplant.com.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Risk affects every organization by one way or other. Thus planning to
handle such risk in future is of vital importance for every
organization. Your Company always focuses on identifying and monitoring
the risk and to take precautionary steps for risks affecting to your
Company. There are certain risks like Price Risk, Government Policies,
Human Resource, Competition etc. and have planned to manage such risk
by adopting best management practices.
ANNUAL FORMAL BOARD EVALUATION
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the Nomination and
Remuneration Committee.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto has been disclosed in Form No.
AOC -2 and is annexed herewith as Annexure - 7.
PARTICULARS OF EMPLOYEES
The information required as per Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personal ) Rules,
1975, in respect of employees of the Company and Directors is furnished
here under.
Sr. Name Designation Remuneration Remuneration
No paid paid
FY 2014-15 FY 2013-14
1 Mr. Naishadbhai Chairman 0 39800
N Patel
2 Mr. Atish N Patel MD 0 36296
3 Miss. Devangi R. *CS 73647 0
Zinzuvadiya
4 Mr. Shantidutt *CFO 1,82,950 0
J Parmar
Sr. Name Increase Ratio/Times
No from median of
previous employee
year remuneration
1 Mr. Naishadbhai N Patel -39800 0
2 Mr. Atish N Patel -36296 0
3 Miss. Devangi R. 73647 0.63
Zinzuvadiya
4 Mr. Shantidutt J Parmar 1,82,950 156
* Appointment of CS & CFO were made in November 2014.
DETAILS OF ORDER PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the Going Concern Status and Company's
Operation in the future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Financial Institutions,
Banks, Government Authorities, Customers, Vendors, Advisors, Auditors
and Members during the year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Company's executives,
staff and workers.
For and on behalf of the Board of Directors
Place: Vithal Udyognagar Naishadbhai Patel
Date: 12th August, 2015 Chairman
DIN No. 00082749
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting this 22nd ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2014.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2014 compared to the previous year is as below:
(Rs-in Lacs)
2013-2014 2012-2013
1 Turnover 784.07 302.14
2 Other Income 7.98 66.24
3 Total Income 792.05 36.08
4 Profit(Loss) Before Depreciation,
Interest and Tax 17,52 40.14
5 Less/Add : Interest 49.27 39.12
6 Income Tax 9.39 15.74
7 Profit /(Loss) After Taxation (41.14) (14.72)
8 Prior year's Expenses - -
9 Profit/(Loss) for the year (41-14) <14.72)
CURRENT YEAR PERFORMANCE
During the year under review there is in the turnover to Rs.
784.07 from Rs. 302.14 lacs in the previous year and it is mainly
because of advert market effect. Other income has also decreased to Rs.
7.98 lacs from Rs.66.24 lacs in the previous year.
The company is unable to achieve targeted turnover as the product of
the Company is sold through government department. The process
involves, floating of tender, short listing and due to reasons beyond I
control of The company some of the tenders could not be encased by the
company as for one or the other reason the administrative clearance
from district level could not be released. The product being of
seasonal nature for whatever reason the orders are not cleared in time,
the requirement will automatically shifts to next season,
Considering the fact the company had expanded the product line and the
new product lines are now gaining good response, the Company introduced
Seed Dressing Drums and that has generated good response and has almost
kept the Company floating.
The management had started manufacturing of M. S. I G. I. Barrels and
due to shortage of funds the project was stretched beyond estimated
time of implementation by at least 6 months. The management has
commenced production but shortage of funds is still making the
production grow at a slow pack The management full optimistic on the
product front and expecting booking orders worth Rs.700 Lacs .n the
current year.
BARREL MAMIIFACTURIN PLANT - PRFSENT SENARIQ
Dung this financial year the management decided to concentrate &
develop Specialized barrels Hogg. Balance Sheet) barrels & Composite
barrels and looking lo the current Economic Scenario and slow-down n
the Export Market. the value addition are better and comparatively
gives us better edge In catering to this segment.
In consideration of the above, we put in all out efforts to capture the
prestigious glad to state that we were able to achieve a Sales
Turn Over of around 5 Crores in which 86 k of the barrels sold were of
G.l. Barrels.
Waran proudly state that in a short span of 17 to 18 months our
production increased gradually and steadily arid our Sly SEE. were very
well accepted by our valued customers making us the major supplier of
barrels to them.
DIVIDEND
In view of the continued accumulated losses incurred by the Company In
previous years your Directors do not recommend dividend on Equity
Shares for the year ended on 31st March. 2014.
INDEPENDENT DIRECTORS
The Securities and Exchange Board of India (SEBI) has amended Clause 49
of the Listing Agreement inter alia stipulating the conditions for the
appointment of Independent Directors by a hosted Company. view of the
amended guidelines it is proposed to appoint Shri Kiranbhai Patel. Shri
Arvindbhai Shah and Shri Jagdishbhai Patel as Independent Directors of
the Company.
Resolutions seeking approval of the Shareholders for their appointment
have been incorporated in the notice of the ensuing Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217<2AA) of the Companies Act. 1956, the Board of
Directors of your Company State that:
1 in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2.the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company at the end of the financial year and of the profit or loss of
Company for that period;
3.the Directors have taken proper and Sufficient care of 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;
4. the Directors have prepared the Annual Accounts on a going concern
basis
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have taken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act. 1956 and Rules made (here
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Management's Discussion and Analysis
appearing as Annexure -1 to this Report.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of remuneration in excess of the
limits prescribed under Section 217 (2A) of the Companies Act. 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT Your Company has always given priority to
incorporate Standards for Good Corporate Governance .it has taken
adequate Steps to ensure that the provisions of Corporate Governance as
prescribed pursuant to Clause 49 of the Listing Agreement with the
Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as
Annexure - 2 to this report.
CONSERVAT.ON OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Earnings AND OUTGO
As required by the Companies (Disclosure of particulars in the Report of
Directors) Rules,1988,the relevant date pertaining to Conservation of
Energy , Technology Absorption and Foreign Earnings and Outgo are given
in Annexure - 3 to this report.
AUDITORS The Company's Auditors M/S Mukund & phit, Chartered
Accountants, Vadodara retires at the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment, The members are
requested to appoint Statutory for the current year and fix their
remuneration.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere apprecistion for
the whole-hearrted support and the cooperation extended to the company
by its Vendors ,Customers ,Bankers and Financial Institutions, Central
and state Government Authorities, Advisors, Auditors, Shareholders and
the society at large .
Your Directors also place on record their apprecistion for the
Contribution and hard Work of the employees across all levels including
sub-vendors and sub- contractors entire teams and their Commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date 05.08.2014 NAISHADBHA. PATEL ATISH PATEL
Place V.THAL UDYOGNAGAR CHA!RMAN MANAGING DIRECTOR
DIN : 00082749 DIN : 00084015
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting this 21st ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2013.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2012 compared to the previous year is as below:
(Rs. in Lacs)
2012-2013 2011-2012
1 Turnover 302.14 521.23
2 Other Income 66.24 148.86
3 Total Income 368.38 670.09
4 Profit/(Loss) Before Depreciation,
Interest and Tax 40.14 (11.97)
Less/Add: Interest 39.12 35.07
Depreciation 15.74 15.92
5 Profit/(Loss) Before Taxation (14.72) (62.96)
6 Income Tax - -
7 Profit /(Loss) After Taxation (14.72) (62.96)
8 Prior year''s Expenses - 00.26
9 Profit/(Loss) for the year (14.72) (63.22)
CURRENT YEAR PERFORMANCE
During the year under review there is a decrease in the turnover to
302.14 lacs from Rs.521.23 lacs in the previous year and it is mainly
because of adverse market effect. Other income has also decreased to
Rs. 66.24 lacs from Rs. 148.86 lacs in the previous year.
In the current year orders from Agriculture Dept., Rajasthan valued
around Rs.440 Lakhs has been received and execution is completed. The
order is in final stage of finalization from Agriculture Department,
Jammu & Kashmir around Rs.300 lakhs.
The company is unable to achieve targeted turnover as the product of
the Company is sold through government department. The process
involves, floating of tender, short listing and due to reasons beyond
control of the company some of the tenders could not be encased by the
company as for one or the other reason the administrative clearance
from district level could not be released. The product being of
seasonal nature for whatever reason the orders are not cleared in time,
the requirement will automatically shifts to next season.
Considering the fact the company had expanded the product line and the
new product lines are now gaining good response, the Company introduced
Seed Dressing. Drums and that has generated good response and has almost
kept the Company floating.
The management had pumped in nearly Rs.200 Lakh to set up new plant for
manufacturing M. S. / G. I. Barrels and due to shortage of funds the
project was stretched beyond estimated time of implementation by at
least 6 months. The management has commenced production but shortage of
funds is still making the production grow at a slow pace. The
management is optimistic on the product front and expecting booking
orders worth Rs.700 Lacs in the current year.
BARREL MANUFACTURING PLANT A PRESENT SENARIO
The barrel plant has been successfully commissioned in the second half
of November, 2012 and looking to the current Economic Scenario and slow
down in the Export Market, the management decided to concentrate &
develop Specialized barrels like G.I. (G.P. Sheet) barrels & Composite
barrels, where in the value additions are better and comparatively less
competitions in catering to this segment.
We are glad to state that we have successfully developed G.I. (G.P.
Sheet) barrels, M. S. Epoxy Coated barrels and our marketing
department has been able to start supplies to some prestigious
customers namely:
Alembic Pharmaceuticals Limited.
Chemcon Specialty Chemicals Pvt. Limited.
Chemical Solutions
Jayant Agra Organics Limited.
Kutch Chemical Industries Limited.
Lanxess India Pvt. Limited
Shree Sulphurics Pvt, Limited
Transpek Industry Limited.
Our production is increasing month by month and plan to double our
sales in the next Quarter.
In the meantime, we are also trying to develop Composite barrels,
whereby we can increase our Customer Profile and also develop another
value added product to help us fulfill our Company Goals & future
plans.
DIVIDEND
In view of the continued accumulated losses incurred by the Company in
previous years your Directors do not recommend dividend on Equity
Shares for the year ended on 31st March, 2013.
DIRECTORS
Mr. Kiritbhai Patel, Promoter - Director of the Company resigned as
Director of the Company and Board places on record his meritorious
services rendered during his tenure as Director of the Company.
Mr. Jagdishbhai Patel and Mr. Arvindbhai Shah, Directors of the
Company, retire by rotation as per the Articles of Association of the
Company and they are eligible for re-appointment. Resolutions seeking
approval of the Shareholders for their re-appointment have been
incorporated in the Notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA).of the Companies Act, 1956, the Board of
Directors of your Company State that:
1. in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
3. the Directors have taken proper and sufficient care of 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;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have taken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956 and Rules made there
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Management''s Discussion and Analysis
appearing as Annexure -1 to this Report.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of remuneration in excess of the
limits prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT
Your Company has always given priority to incorporate standards for
Good Corporate Governance. It has taken adequate steps to ensure that
the provisions of Corporate Governance as prescribed pursuant to Clause
49 of the Listing Agreement with the Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as Annexure
- 2 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 and Foreign Exchange
Earnings and Outgo are given in Annexure - 3 to this report.
AUDITORS
The Company''s Auditors M/S Mukund & Rohit, Chartered Accountants,
Vadodara retires at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The members are
requested to appoint Statutory Auditors for the current year and fix
their remuneration.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the whole-hearted support and the cooperation extended to the Company
by its Vendors, Traders, Customers, Bankers and Financial Institutions,
Central and State Government Authorities, Advisors, Auditors,
Shareholders and the society at large.
Your Directors also place on record their appreciation for the
contribution and hard work of employees across all levels, including
sub-vendors and sub-contractors entire teams and their commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 2nd August, 2013 NAISHADBHAI PATEL
Place: VITHAL UDYOGNAGAR CHAIRMAN & MG. DIRECTOR
Mar 31, 2012
The Directors have pleasure in presenting this 20th ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2012.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2012 compared to the previous year is as below:
(Rs. in Lacs)
2011-2012 2010-2011
1 Turnover 521.23 607.98
2 Other Income 148.86 3.55
3 Total Income 670.09 611.53
4 Profit/(Loss) Before Depreciation, Interest
and Tax (11.97) (37.63)
Less/Add : Interest 35.07 48.84
Depreciation 15.92 18.56
5 Profit/(Loss) Before Taxation (62.96) (105.03)
6 Income Tax - -
7 Profit /(Loss) After Taxation (62.96) (105.03)
8 Prior year's Expenses 00.26 00.47
9 Profit/(Loss) for the year (63.22) (105.50)
CURRENT YEAR PERFORMANCE
During the year under review there is a decrease in the turnover to
Rs.521.23 lacs from Rs. 607.98 lacs in the previous year and it is
mainly because of adverse market effect. Other income has increased to
Rs. 148.86 lacs from Rs. 3.55 lacs in the previous year due to sale of
properties.
DEVELOPMENT OF NEW BUSINESS - BARREL MANUFACTURING PLANT
The company is already engaged in manufacturing Seed Processing
Barrels. This product contributed Rs.330 Lakh the year 2011-12 as
against Rs.170 Lakh in 2010-11.
The Company after careful market research thought to diversify in to
other products and accordingly decided to enter into manufacturing of
M. S. and G. I. Barrels on the vacant space available in the premises
of the Company. Proposed plant is to manufacture 10,000 Nos. per month
standard barrels of 210 liters capacity.
The management has collected some details from market about the
production capacities of various Barrel plants located in Gujarat. As
per the information available total production capacity of these plants
works out to 250,000 to 310,000 barrels per month. Of these three major
suppliers are located in Daman/ Silvasa and cater to both Gujarat and
Maharashtra and they account for 170,000 to 200,000 barrels per month.
The second group of manufacturers, four in numbers, account for around
50,000 to 80,000 barrels per month. Other manufacturers account for
around 32,000 to 40,000 barrels per month.
While analyzing the capacity and capability, the management feels that
by adding standard types of barrels will give company reach into
industry other than agribusiness area. This will reach out the market
throughout the year and insulate from the cyclical demand from the
Agriculture based market for seed processing barrels.
The management at present has planned to enter the standard barrel
market as it has a wide application across different industries from
chemicals to agro-based products.
As per the study by the management demand for standard barrels is
around 100,000 barrels per month in Gujarat region and with new
chemical plants coming up in SEZ like Dahej and Hajira the demand is
expected to shoot up. As the nearness to user saves cost of
transportation the management intends to compete with the supplies from
outside Gujarat and also take slice from the new demand that is being
created. The management has already put the marketing team in action
and as per the estimate the company can consider at least 10,000 to
12,000 barrels per month from the first year operations. The management
has already planned and commenced implementation and establishing
manufacturing facilities at the existing manufacturing facility of the
company.
DIVIDEND
In view of the continued accumulated losses incurred by the Company in
previous years, your Directors do not recommend dividend on Equity
Shares for the year ended on 31s1 March, 2012.
DELISTING FROM JAIPUR STOCK EXCHANGE
The Directors are pleased to inform the Shareholders that the Equity
Shares of the Company are delisted from Jaipur Stock Exchange Limited
with effect from 12lh December, 2011. Equity Shares of the Company
continuous to be listed only on Bombay Stock Exchange.
DIRECTORS
Mr. Hariharbhai Patel, Director of the Company resigned as Director of
the Company and Board places on record his meritorious services
rendered during his tenure as Director of the Company.
Mr. Jagdishbhai Patel was appointed as an additional Director of the
Company by the Board of Directors at its meeting held on 25,h May,
2012. The Company has received notice under section 257 from member for
his appointment as Director and your directors recommend to appoint him
as director.
Mr. Kiranbhai Patel and Mrs. Jyotiben Patel, Directors of the Company,
retire by rotation as per the Articles of Association of the Company
and they are eligible for re-appointment. Resolutions seeking approval
of the Shareholders for their re-appointment have been incorporated in
the Notice of the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of your Company State that:
1. in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
3. the Directors have taken proper and sufficient care of 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;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have taken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956 and Rules made there
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Management's Discussion and Analysis
appearing as Annexure -1 to this Report'.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of remuneration in excess of the
limits prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT
Your Company has always given priority to incorporate standards for
Good Corporate Governance. It has taken adequate steps to ensure that
the provisions of Corporate Governance as prescribed pursuant to Clause
49 of the Listing Agreement with the Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as Annexure
- 2 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 and Foreign Exchange
Earnings and Outgo are given in Annexure - 3 to this report.
AUDITORS
The Company's Auditors M/S Mukund & Rohit, Chartered Accountants,
Vadodara retires at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The members are
requested to appoint Statutory Auditors for the current year and fix
their remuneration. .
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the whole-hearted support and the cooperation extended to the Company
by its Vendors, Traders, Customers, Bankers and Financial Institutions,
Central and State Government Authorities, Advisors, Auditors,
Shareholders and the society at large.
Your Directors also place on record their appreciation for the
contribution and hard work of employees across all levels, including
sub-vendors and sub-contractors entire teams and their commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 28th July, 2012 NAISHADBHAI PATEL
Place: VITHAL UDYOGNAGAR CHAIRMAN & MG. DIRECTOR
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting this 13th ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2011.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2011 compared to the previous year is as below:
(Rs. in Lacs)
2010-2011 2009-2010
1 Turnover 607.98 596.19
2 Other Income 3.55 3.21
3 Total income 611.53 599.40
4 Profit/(Loss) Before Depreciation,
Interest and Tax (37.53) 63.58
Less/Add:Interest 48.84 44.09
Depreciation 18.56 18.05
5 Profit/(Loss) Before Taxation (105.03) 1.44
6 Income Tax 0.00 0.00
7 Profit /(Loss) After Taxation (105.03) 1.44
8 Prior year's Expenses 00.47 0.22
9 Profit(Loss) for the year (105.50) 1.22
During the year under review there is a marginal increase in the
turnover to Rs.607.98 lacs from Rs. 596.19 lacs in the previous year
and it is mainly because of non finalization of orders from Company's
customers who are mainly various State Governments and subsidies given
to farmers in the respective States. Other income has increased
marginally to Rs. 3.55 lacs from Rs. 3.21 lacs in the previous year.
CURRENT YEAR PERFORMANCE
During the year under review the Company has obtained repeat order
quantity of 9216 Manually Operated Seed Dressing Drumc worth Rs.299.98
lacs from Department of Agriculture, Punjab State and the same has been
supplied as per schedule of delivery and the payment has been received
against the supply.
DEVELOPMENT OF NEW BUSINESS - GEAR
Based on the proposed business opportunity in the engineering area,
your company has altered tne object clause by passing necessary
resolution by postal ballots. The company has also entered into
preliminary agreement with authorized agent of Before S. A Poland, M/S
Befared Gears Motors & Controls India Pvt., Ltd., to carry out the
engineering works. However, since then, there was no response to
perform the work as describe in the agreement and consequently, the
company has not carried out any engineering activity. Whenever, the
same will be actually confirmed, necessary resolution will be passed to
commence the new business and declaration will be filed with the
Registrar of Companies.
SALE OF ASSETS
To reduce the interest burden of inter corporate loan taken by the
company, your Board recommended to pay the ICD by way of sale of assets
and accordingly, after your approval by approving the resolution by way
of postal ballot, the Company has set off the outstanding ICD against
transfer of the immovable properties of the Company.
DIVIDEND
In view of the continued accumulated losses incurred by the Company in
previous years your Directors do not recommend dividend on Equity
Shares for the year ended on 31s" March, 2011.
DELISTING FROM AHMEDABAD STOCK EXCHANGE
The Directors are pleased to inform the Shareholders that the Equity
Shares of the Company are delisted from Ahmadabad Stock Exchange with
effect from 31s" March, 2011. Delisting approval from Jaipur Stock
Exchange is awaited.
DIRECTORS
Shri Kiritbhai Patel and Shri Arvindbhai Shah, Directors of the
Company, retire by rotation as per the Articles of Association of the
Company and they are eligible for re-appointment. Resolutions seeking
approval of the Shareholders for their re- appointment have been
incorporated in the Notice of the ensuing Annual General Meeting.
During the year Shri Dikulbhai Patel, Director of the Company tendered
his resignation from Directorship of the Company and the Board accepted
the same. The Board deeply appreciated the services rendered by Shri
Dikulbhai Patel as Director of the Company."
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of your Company State that:
1. in the prepare*: *n of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
3. the Directors have taken proper and sufficient care of 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;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have t3ken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956 and Rules made there
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Management's Discussion and Analysis
appearing as Annexure -1 to this Report.
PARTICULARS OF EMPLOYEES
None ot the employee is in receipt of remuneration in excess cf the
limits prescribed under Section 2j7 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT
Your Company has always striven to incorporate standards for Good
Corporate Governance. It has taken adequate steps to ensure that the
provisions of Corporate Governance as prescribed pursuant to Clause 49
of the Listing Agreement with the Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as Annexure
- 2 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 and Foreign Exchange
Earnings and Outgo are given in Annexure - 3 to this report.
AUDITORS
The Company's Auditors M/S Mukund & Rohit, Chartered Accountants,
Vadodara retires at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The members are
requested to appoint Statutory Auditors for the current year and fix
their remuneration.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the whole-hearted support and the cooperation extended to the Company by
its Vendors, Traders, Customers, Bankers and Financial Institutions,
Central and State Government Authorities, Advisors, Auditors,
Shareholders and the society at large.
Your Directors also place on record their appreciation for the
contribution and hard work of employees across all levels, including
sub-vendors and sub-contractors entire teams and their commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 25,th August, 2011 ATISH PATEL NAISHADBHAI PATEL
Place: VITHAL UDYOGNAGAR XECUTIVE DIRECTOR CHARIMAN & MG DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting this 18th ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st March 2010.
FINANCIAL RESULTS
The Summery of the financial performance of the Company for the year
ended 31st March, 2010 compared to the previous year is as below:
(Rs. in Lacs)
2009-2010 2008- 2009
1 Turnover 596.19 446788
2 Other Income 3.21 02.36
3 Total Income 599.40 449.24
4 Profit/(Loss) Before Depreciation,
Interest and Tax 63.58 01.48
Less/Add : Interest 44.09 44.84
Depreciation 18.05 17.0
5 Profit/(Loss) Before Taxation 1.44 (61.56)
6 Income Tax & F. B. T. 0.00 00.50
7 Profit /(Loss) After Taxation 1.44 (61.56)
8 Prior years Expenses 0.22 0.00
9 Profit/(Loss) for the year 1.22 (61.56)
During the year under review there is a marginal increase in the
turnover to Rs.596.19 lacs from Rs. 446.88 lacs in the previous year
and it is mainly because of non finalization of orders from Companys
customers who are mainly various State Governments and subsidies given
to farmers in the respective States. Other income has increased
marginally to Rs. 3.21 lacs from Rs. 2.36 lacs in the previous year.
DIVIDEND
In view of the continued accumulated losses incurred by the Company in
previous years your Directors do not recommend dividend on Equity
Shares for the year ended on 31st March, 2010
CURRENT PERFORMANCE
Your Directors are pleased to inform the Shareholders that, the Company
has succsssfully supplied 55913 Nos. of Knapsack Sprayers out of the
total quantity of order received.
Your Directors are also pleased to inform the Shareholders that, once
again the Company has received opportunity to supply Seed Dressing
Drums to Punjab State Government under Rate Contract for current yea;
2010-11 and have obtained valued order of 6144 Nos. worth Rs. 200 lacs.
The Company has obtained approval of Seed Dressing Drums and various
Agriculture Plant Protection Equipments from majority States in India
and hope to receive sizable orders from these States.
NEW AND RENEWABLE ENERGY
The Shareholders are aware that atmospheric global warning is picking
up very fast and all of us need to be eco friendly for survival. The
Company also felt that it would be advisable and profitable to venture
in to renewable energy sector and become most efficient eco friendly by
dealing in Solar based LED lights and Home products and there by serve
mankind. The Company has developed infrastructure to produce components
of Wind Mills and non-renewable Energy Equipments and continuously
trying to obtain orders in competitive Market. i DIRECTORS
Mr Hariharbhai Patel and Mrs. Jyotiben Patel, Directors of the Company,
relee by lOtation as per the Articles
of Association of the Company and they are eligible for re-appointment.
Resolutions seeking approval of the
Shareholders for their re-appointment have been incorporated in the
Notice of the ensuing Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of your Company state that:
i 1. in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
3. the Directors have taken proper and sufficient care of 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;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
INSURANCE
The whole of the properties of the Company have been suitably insured
and your Directors have taken care to take all necessary general
insurances.
FIXED DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 58A of the Companies Act, 1956 and Rules maJp there
under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of
the Company is given in the Managements Discussion and Analysis
appearing asAnnexure -1 to this Report.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of remuneration in excess of the
limits prescribed under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE REPORT
Your Company has always striven to incorporate standards for Good
Corporate Governance. It has taken adequate steps to ensure that the
provisions of Corporate Governance as prescribed pursuant to Clause 49
of the Listing Agreement with the Stock Exchanges are complied with.
A detailed report on the Corporate Governance is appearing as Annexure
- 2 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 and Foreign Exchange
Earnings and Outgo are given as Annexure - 3 to this report.
AUDITORS
The Companys Auditors M/S Mukund & Rohit, Chartered Accountants,
Vadodara retires at the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment. The members are
requested to appoint Statutory Auditors for the current year and fix
their remuneration.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the whole-hearted support and the cooperation extended to the Company
by its Vendors, Traders, Customers, Bankers and Financial Institutions,
Central and State Government Authorities, Advisors, Auditors,
Shareholders and the society at large.
Your Directors also place on record their appreciation for the
contribution and hard work of employees across all levels, including
sub-vendors and sub-contractors entire teams and their commitment,
inspiration and hard work to put your Company in its present position.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 27th July, 2010 ATISH PATEL NAISHADBHAI PATEL
Place: VITHAL UDYOGNAGAR EXECUTIVE DIRECTOR CHAIRMAN & MG. DIRECTOR
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