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Directors Report of Aditya Forge Ltd.

Mar 31, 2014

Dear Members,

We are pleased to present the Twenty Second Annual Report of ADITYA FORGE LTD together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2014. The Financial Highlights for the year under review are given below:

(1) FINANCIAL AND WORKING RESULTS:

2013-2014 2012-2013 Particulars (Rs.) (Rs.)

TOTAL INCOME 197869186 186763976

TOTAL EXPENSES 193593125 197791746

GROSS PROFIT/(LOSS) BEFORE DEPRECIATION 4276061 -11027770

(Less): Depreciation 7877531 7742796

PROFIT/(LOSS) BEFORE TAXATION -3601470 -18770566

(Less): Provision for Deferred Tax 843847 620154

(Less): Provision for Fringe Benefit Tax - -

(Less): Tax Adjustments for prior year - -

NET PROFIT/(LOSS) AFTER TAX -2757263 -18150412

EARNING PER SHARE Basic -0.64 -4.21 Diluted -0.64 -4.21

Previous years figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE:

During the year under review, your Company has recorded a turnover of Rs. 19.79 Crore as against Rs.18.68 Crore in the previous year. The Net loss (after tax and extra ordinary items) for the financial year ended 31st March 2014 is Rs.36.01 lacs as against Net Loss of Rs. 1.88 Crore in the previous year.

(2) DEPOSITS:

The Company has not accepted deposits from the public.

(3) DIVIDENDS:

In view of carried forward losses and current losses, your Directors do not recommend any dividend for the financial year under review.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 60.00 lac p.a. or Rs. 5.00 Lac p.m. for part of the year or more and hence no particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

B. FOREIGN EXCHANGE EARNINGS & OUTGO :

During the year, the Company has neither earned nor spent any foreign exchange.

(6) DIRECTORS'' RESPONSIBILITY STATEMENT:

i) Your Directors have followed the applicable Accounting standards along with proper explanation relating to material departures if any, while preparing the annual accounts;

ii) Your 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 financial year and of the profit of the Company for the period;

iii) Your Directors have 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;

iv) Your Directors have prepared the annual accounts on a going concern basis.

(7) DIRECTORATE:

Mr. Nitin Parekh and Mr. Subhash Dalai who retire by rotation from the Directorship at the ensuing Annual General Meeting and being eligible offer himself for retirement.

(8) AUDITORS:

M/s K.J Shah & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. You are requested to appoint Auditors and fix their remuneration.

(9) ACKNOWLEDGEMENTS:

Your Directors take opportunity to express their gratitude to government, employees and shareholders for their valuable support and co-operation.

CONSERVATION OF ENERGY:

a) Energy conservation measures taken:

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure in respect of Industries specified in the schedule thereto:

NOTES:

(1) Please give separate details for different products/items produced by the company and covered under these rules.

(2) Please give reasons for variation in the consumption of power and fuel from standards of previous year.

(3) In case of production of different varieties/specifications consumption details may be given for equivalent production.

FORM B

Form for disclosure of particulars with respect to absorption.

Research & Development (R&D):

(1) Specific areas in which R&D carried out by the Company:

(2) Benefits derived as a result of the above R&D:

(3) Future Plan of Action :

(4) Expenditure on R&D :

(a) Capital

(b) Recurring

(c) Total

(d) Total R&D expenditure as a Percentage of total turnover.

Technology absorption, adaptation and innovation: N.A

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

2. Benefits derived as a result of the above efforts e.g. products improvement, cost reduction, product development, import substitution, etc.:

3. In case of imported technology (imported during the last 5 years from the beginning of the financial year), following information may be furnished:

(a) Technology imported.

(b) Year of import.

(c) Has technology been fully absorbed

(d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action.

II FOREIGN EXCHANGE EARNINGS & OUTGO

a) Foreign Exchange Earned : NIL

b) Foreign Exchange Used : NIL

FOR AND ON BEHALF OF THE BOARD

Place: Vadodara Date : 07th September ,2014 Nitin Parekh Managing Director


Mar 31, 2013

Dear Members,

The are pleased to present the Twenty Second Annual Report of ADITYA FORGE LTD together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2013. The Financial Highlights for the year under reyiew are given below:

(1) FINANCIAL AND WORKING RESULTS:

2012-2013 2011-2012 Particulars (Rs.) (Rs.)

TOTAL INCOME 186763976 271615106

TOTAL EXPENSES 213277338 259819285

GROSS PROFIT/(LOSS) BEFORE DEPRECIATION -11027770 11795821

(Less): Depreciation 7742796 7730922

PROFIT/(LOSS) BEFORE TAXATION -18770566 4064899

(Less); Provision for Deferred Tax ;

(Less): Provision for Fringe Benefit Tax

(Less): Tax Adjustments for prior year 620154 505507

NET PROFIT/{LOSS) AFTER TAX -18150412 4570406

EARNING PER SHARE

Basic 4.21 1.06

Diluted -4.21 1.06

Previous years figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE :

During the year under review, your Company has recorded a turnover of Rs. 18.67 Crore as against Rs. 27.16 Crore in the previous year. The Net loss (after tax and extra ordinary items) for the financial year ended 31st March 2013 is Rs.1.87 Crore as against Net Profit of Rs. 40.67 lacs in the previous year.

2) DEPOSITS:

The Company has not accepted deposits from the public.

(3) DIVIDENDS:

In view of carried forward losses and current losses, your Directors do not recommend any dividend for the financial year under review.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 60.00 lac p.a. or Rs. 5,00 Lac p.m. for part of the year or more and hence no particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

B, FOREIGN EXCHANGE EARNINGS & OUTGO :

During the year, the Company has neither earned nor spent any foreign exchange.

(6) DIREaORS'' RESPONSIBILITY STATEMENT:

i) Your Directors have followed the applicable Accounting standards along with proper explanation relating to material departures if any, while preparing the annual accounts;

ii) Your 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 financial year and of the profit of the Company for the period;

iii) Your Directors have 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;

iv) Your Directors have prepared the annual accounts on a going concern basis.

(7) DIRECTORATE:

Mr. Pankaj Parekh and Mr. Mahesh Nandani who retire by rotation from the Directorship at the ensuing Annual General Meeting and being eligible offer himself for retirement.

(8) AUDITORS:

M/s KJ Shah & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. You are requested to appoint Auditors and fix their remuneration.

(9) ACKNOWLEDGEMENTS:

Your Directors take opportunity to express their gratitude to government, employees and shareholders for their valuable support and co-operation.

By Order of the Board,

For Aditya Forge Limited

Place: Vadodara.

Date: 08.09.2013 Mr. Nitin Parekh

Managing Director

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