Mar 31, 2015
Dear Members,
The Directors are pleased to present their 26th Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2015.
FINANCIAL RESULTS
(Amount in Rupees)
31.03.2015 31.03.2014
Revenue from Operations (Net of Excise 330365500 316942802
Duty)
Profit before Depreciation & Amortisation 78932669 84112162
Expenses and Finance Cost
Less : Finance Cost 7653810 10695341
Depreciation & Amortisation Expenses 31343450 40497611
Profit before Tax 39935409 32919210
Tax Expenses - Current Taxation 16200000 17300000
Deferred Tax (3270000) (6600000)
Add/(Less) : MAT Credit Entitlement
(Excess)/Short Provision of tax of 133850 244809
earlier years
Profit for the year 26871559 21974401
Surplus brought forward from previous year 101931974 84125906
Profit available for Appropriation 128803533 106100307
Proposed Dividend 3562830 3562830
Tax on Proposed Dividend 712360 605503
Balance Carried to Balance Sheet 124528343 101931974
OPERATION
During the year under review, the performance of the Company has been
satisfactory despite adverse market conditions. However, your Company
continued to enjoy market reputation and sustained its growth. The
Company's sales was increased by 4.21% over the previous year's sales.
The Company also continued to explore overseas market opportunities and
received good response. The exports amounted to Rs. 1,30,34,892/- i.e.
increase of 30% over the previous year's exports. There was heavy
fluctuation in foreign exchange rates with a gain of Rs. 59,600/-. The
raw material prices, fuel charges and other overheads continued to
increase. However, the Company has sustained its earnings of Rs.
2,68,71,559/i.e. increase of about 22.29% over the previous year's
profit.
The Company has undertaken capacity expansion project with
modernization, upgradation, installation of high tech machineries and
supporting systems for total outlay of about Rs. 12.50 Crores, in view
the prospective markets. This project is under implementation and is
expected to be completed by September, 2016.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Re.0.90
per share) out of the current profits and balance out of the surplus in
the profit and loss Account, subject to approval of the members in
their ensuing Annual General Meeting. The final dividend, if declared,
will absorb an outflow of Rs.35,62,830/- towards dividend amount and Rs
7,12,360/- towards dividend distribution tax. The requisite provision
for dividend has been made in the accounts for the year ended 31st
March, 2015.
FINANCE
The Company continued to avail financial assistance to finance its
present and expansion on hand.
PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of the
provisions of Section 2(31) and 73 to 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014. There is
no deposit outstanding as on the commencement of the said Act.
INSURANCE
All the assets of the Company including buildings, plant and
machineries and stocks are adequately insured
DIRECTORATE/KMPs
Shri Dinesh A Bilgi (DIN:00096099) has been appointed as Managing
Director cum Chief Financial Officer, Shri Neel D Bilgi (DIN:00096180)
and Shri Chirag D Bilgi (DIN:02094970) have been appointed as Managing
Directors and Shri Pragnesh K Shah (DIN:00228223) has been appointed as
Whole Time Director of the Company.
Shri Vasant R Shah (DIN:00371634) and Shri Pragnesh K Shah
(DIN:00228223) are due to retire by rotation as Directors at the
ensuing Annual General Meeting and are eligible for re-appointments.
They have also offered themselves for re-appointments.
Smt Kairavi Neel Bilgi, Company Secretary of the Company having
Membership No. A21519 has resigned with effect from 19th May, 2015.
INDEPENDENT DIRECTORS
As per the provisions of Section 149 of the Companies Act, 2013, the
Independent Directors have confirmed and declared that they are not
disqualified to act as independent directors and the Board is also of
the opinion that the Independent Directors fulfill all the conditions
specified in the Companies Act, 2013 making them eligible to act as
Independent Directors. One separate meeting of the Independent
Directors was held on 23.12.2014.
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013, a
structured questionnaire was prepared after taking into account various
aspects like- company performance, contribution of individual
directors, composition of Board and committees, performance of duties,
culture, obligations, risk management etc. for evaluation process. The
Board noted that all directors have understood the opportunities and
risks to the Company's strategy with good balance between the core
values of the Company and the interest of the stakeholders. The Board
also evaluated performance of the various committees and concluded with
satisfaction. The Board expressed their satisfaction for the above
evaluation process.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 134(3)(q) of
the Companies Act, 2013 read with the Companies (Companies Appointment
and Remuneration of Managerial Personnel) Rules, 2014, except
Managerial Personnel. Information required under the provisions of
Section 197(12) of the Companies Act, 2013 read with the Companies
(Companies Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given by way of an Annexure to this Report.
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013, the Directors hereby state that:
i) in the preparation of annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 a true and fair view of the state of affairs
of the Company at the 31st March, 2015 and of the profits of the
Company for the year ended on that date;
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
v) the directors had laid down internal controls to be followed and
such internal controls are adequate and were operating effectively.
vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any Regulator,
Court or Tribunal impacting the going concern status and the Company's
operations in future.
COMPANY'S POLICIES
Code of Conduct
All Directors, Key Managerial Personnel and Senior Management of the
Company have confirmed compliance with the code of conduct applicable
to the Directors and employees of the Company. The Directors have
confirmed compliance with the provisions of Section 164 of the
Companies Act, 2013.
Other Policies
Company's Policy on Remuneration, Whistle Blower, Risk Management,
Corporate Social Responsibility (CSR) are finalized in accordance with
applicable laws. The Company has voluntarily donated Rs. 1,00,000/- to
Hare Krishna Movement, Ahmedabad (Charitable Trust) and Rs. 30,000/ -
for miscellaneous charitable activities
BOARD MEETINGS
The details regarding Board Meetings are given in the Report on
Corporate Governance forming part of this Report.
INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate internal control system to ensure
that all assets are safeguarded and protected against loss from
unauthorized use or disposition and those transactions are authorized,
recorded and reported correctly.
EXTRACT OF ANNUAL RETURN
As required under the provisions of Section 92 (3) of the Companies
Act, 2013, an extract of Annual Return in Form MGT-9 is given by way of
an Annexure forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. The information as required under Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is
given by way of Annexure forming part of this Report.
MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
The Company focuses on good Corporate Governance. The Company has
implemented a combination of mandatory & voluntary conditions of Clause
49 of the Listing Agreement of the BSE Ltd, Mumbai pertaining to
Corporate Governance. A detailed note on Corporate Governance and
Auditor's Certificate confirming compliance of the Corporate Governance
requirements by the Company are given by way of an annexure forming
part of this Report.
RELATED PARTY TRANSACTIONS
All the transactions entered with related party during the year under
review were on arm's length basis and in the ordinary course of
business. Hence these transactions were outside the purview of the
provisions of Section 188 of the Companies Act, 2013. However, details
of such transactions i.e. purchases, lease, services, etc. are given in
the Notes to the Financial Statements for the year ended on 31st March,
2015.
LOANS, GUARANTEES AND INVESTMENT
The Company has not granted any inter-corporate loan, given guarantee
or provided any security for availing loan by other Company. However,
the Company has made investments in other Companies aggregating to Rs.
2,60,600/- as per the Note No.10 to the Financial Statement for the
year ended on 31st March, 2015.
ENVIRONMENT AND SAFETY
The Company is conscious of importance of clean and safe mode of
operations. Further, as required under the provisions of Sexual
Harassment (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated and implemented a policy on prevention of sexual
harassment at workplace. There is no such complaint lodged during the
year.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, a Secretarial Audit Report is given by
way of an annexure forming part of this Report.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act as Auditors, if appointed. The Company has obtained
written consent and certificate as required under the provisions of
Section 139 of the Companies Act, 2013. You are requested to consider
their re-appointment.
The Auditors observations read with the notes to the Accounts are
self-explanatory.
ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates the continuous &
comprehensive support and cooperation by the Company's bankers,
shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution
and devoted services of the employees at all levels.
Regd Office: For and on behalf of the Board
612, GIDC Estate Chahtral,
Tal : Kalol Dinesh A Bilgi
Dist : Gandhinagar-382 729 Mg Director/CFO
Date : 10th August, 2015 DIN:00096099
Mar 31, 2014
The Members,
The Directors are pleased to present their 25th Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2014.
FINANCIAL RESULTS
(Amount in Rs.)
31.03.2014 31.03.2013
Revenue from Operations
(Net of Excise Duty) 316942802 259828294
Profit before Depreciation & Amortisation
Expenses and Finance Cost 84112162 68503317
Less: Finance Cost 10695341 13764811
Depreciation & Amortisation Expenses 40497611 44360679
Profit before Tax 32919210 10377827
Tax Expenses- Current Taxation 17300000 11100000
Deferred Tax (6600000) (7590000)
Add/(Less): MAT Credit Entitlement - -
(Excess)/Short Provision of tax of
earlier years 244809 (272203)
Profit for the year 21974401 7140030
Surplus brought forward from previous year 84125906 81126686
Profit available for Appropriation 106100307 88266716
Proposed Dividend 3562830 3562830
Tax on Proposed Dividend 605503 577980
Balance Carried to Balance Sheet 101931974 84125906
OPERATION
During the year under review, the performance of the Company has
continued to be excellent despite adverse market conditions and your
Company reported a top line growth of about 22% over the previous
year''s sales. The Company also continued to explore overseas market
opportunities and received good response. The exports amounted to Rs.
1,00,23,387/- as against Rs. 80,83,993/- for the previous year''s exports.
There was heavy fluctuation in foreign exchange rates and the loss
amounted to Rs. 22,15,296/-. The raw material prices, fuel charges and
other overheads were also increased. However, the Company has earned
profit of Rs. 8,41,12,162/- as against Rs. 6,85,03,317/- i.e. increase of
about 23% over the previous year''s profit worked out before providing
depreciation and finance cost.
During the year, the Company has successfully installed two sets of MEI
International heavy duty shuttleless airjet weaving machines (loom)
with total outlay of Rs. 2,86,43,303/- for better productivity and
production. The Board of Directors is hereby pleased to state that
their working is found satisfactory.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Re.0.90
per share) out of the current profits and balance out of the surplus in
the profit and loss Account, subject to approval of the members in
their ensuing Annual General Meeting. The final dividend, if declared,
will absorb an outflow of Rs. 35,62,830/- towards dividend amount and Rs.
6,05,503/- towards dividend distribution tax. The requisite provision
for dividend has been made in the accounts for the year ended 31st
March, 2014.
FINANCE
The Company continued to avail financial assistance for its activities
from the State Bank of India.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975. Hence, particulars are not given.
INSURANCE
All the assets of the Company including buildings, plant and
machineries and stocks are adequately insured.
DIRECTORATE/KMPs
Shri Neel Dinesh Bilgi (DIN:00096180) and Shri Laxman Chetandas Tilani
(DIN:00532516) are due to retire by rotation as Directors at the
ensuing Annual General Meeting and are eligible for re-appointments.
They have also offered themselves for re-appointments.
Independent Director/Woman Director:
Smt Harsha Hemantkumar Parikh (DIN:06931405) is appointed as an
Additional Director with effect from 1st August, 2014 for appointment
as Woman Director and Independent Director of the Company with effect
from 12th September, 2014. In terms of Section 161 of the Companies
Act, 2013, she holds office only upto the date of the ensuing Annual
General Meeting. The Company received requisite notice in writing from
a member proposing her name for the office of Director. Shri Dinesh
Harishchandra Pande (DIN:03147549) and Shri Balkrishna Ishwarlal
Makwana (DIN:00287931) were also proposed to be appointed as
Independent Directors for five years with effect from 12th September,
2014 in accordance with the provisions of the Companies Act, 2013. The
Board hereby confirmed the criteria and conditions laid down under the
provision of Section 149 of the Companies Act, 2013 for appointment of
the above directors as Independent Directors. The necessary
resolutions are proposed for your approval at the ensuing annual
general meeting.
Working Directors:
In terms of the provisions of Section 203 and other applicable
provisions, if any of the Companies Act, 2013 and the Rules made
thereunder, Shri Dinesh Apparao Bilgi (DIN:00096099) opted to
re-designate himself as Managing Director cum Chief Financial Officer.
The Board of Directors considered his request and appointed him as a
Managing Director for a period of three years with revised terms with
effect from 1st August, 2014. The Board of Directors also considered
the valuable contribution given by Shri Neel Dinesh Bilgi
(DIN:00096180) and Shri Chirg Dinesh Bilgi (DIN:02094970) and upon
recommendation of the Nomination and Remuneration Committee, promoted
them as Managing Directors for a period of three years with revised
terms with effect from 1st August, 2014. The necessary resolutions are
proposed for your approval at the ensuing annual general meeting.
The tenure of Shri Pragnesh Kantilal Shah (DIN:00228223) as Executive
Director expires on 31st October, 2014 and the Board of Directors
considered his re-appointment for a further period of three years with
effect from 1st November, 2014. The necessary resolutions are proposed
for your approval at the ensuing annual general meeting.
Smt Kairavi Neel Bilgi, a qualified Company Secretary having Membership
No. ACS21519 has been appointed as Company Secretary & Compliance
Officer of the Company with effect from 30th July, 2014. She is wife of
Shri Neel Dinesh Bilgi (DIN:00096180)
COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act,
1956 and the rules made thereunder, a certificate for the year ended on
31st March, 2014 is attached herewith and the same forms part of this
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that:
i) in the preparation of annual accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 a true and fair view of the state of affairs
of the Company at the end of the financial year as at 31st March, 2014
and the profits of the Company for the year under review;
iii) the directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) the directors have prepared the accounts for the financial year
ended 31st March, 2014 on a "going concern" basis.
PUBLIC DEPOSITS
During the year, the Company has not invited nor accepted any deposit
within the meaning of Section 58A of the Companies Act, 1956 read with
the Companies (Acceptance of Deposit) Rules, 1975 during the year ended
on 31st March, 2014.
The Company has not accepted any deposit within the meaning of the
provisions of Section 2(31) of the Companies Act, 2013 and read with
the Companies (Acceptance of Deposits) Rules, 2014. There is no deposit
outstanding as on the commencement of the said Act.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act as Auditors, if appointed. The Company has obtained
written consent and certificate as required under the provisions of
Section 139 of the Companies Act, 2013. You are requested to consider
their re-appointment.
The Auditors observations read with the notes to the Accounts are
self-explanatory.
Cost Audit
As required under the provisions of Section 233B of the Companies Act,
1956 and notification and circulars issued thereunder, the Company has
been carrying out an audit of cost records relating to the products of
the Company. The Company has appointed Mr Manish B Analkat, Practising
Cost Accountant, Ahmedabad to conduct Cost Audit for the year ended on
31st March, 2015, in respect of the products, wherever applicable. The
necessary resolution is proposed for your approval at the ensuing
annual general meeting for payment of remuneration to the said Cost
Auditors.
The Cost Audit Report for the financial year 2012-13 was filed by the
said Auditors with the Ministry of Corporate Affairs on 14.09.2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. The information as required under Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is given by way
of Annexure- "A" forming part of this Report.
CORPORATE GOVERNANCE
The Company focuses on good Corporate Governance. The Company has
implemented a combination of mandatory & voluntary conditions of Clause
49 of the Listing Agreement of the BSE Ltd, Mumbai pertaining to
Corporate Governance. A detailed note on Corporate Governance and
Auditor''s Certificate confirming compliance of the Corporate Governance
requirements by the Company are annexed.
ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates the continuous &
comprehensive support and cooperation by the Company''s bankers,
shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution
and devoted services of the employees at all levels.
Regd Office: For and on behalf of the Board
612, GIDC Estate
Chahtral,Tal: Kalol Dinesh A Bilgi
Dist : Gandhinagar-382 729 Mg Director
Date : 30th July, 2014 DIN:00096099
Mar 31, 2012
The Directors are pleased to present their 23rd Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2012.
FINANCIAL RESULTS
(Amount in Rupees)
31.03.2012 31.03.2011
Revenue from Operations
(Net of Excise Duty) 21,93,12,663 25,06,11,707
Profit before Depreciation &
Amortisation Expenses and
Finance Cost 6,43,60,753 9,59,88,628
Less: Finance Cost 1,57,75,312 1,72,76,147
Depreciation &
Amortisation Expenses 4,82,61,169 5,62,48,628
Profit before Tax 3,24,272 2,24,63,853
Provision for Taxation 42,42,689 45,81,595
Provision for Deferred Tax (75,50,000) 21,20,000
Profit after Tax 36,31,583 1,57,62,258
Surplus brought forward
from previous year 8,41,47,453 6,99,86,416
Add/(Less): Tax Adjustment (25,11,540) 25,53,359
Profit available for
Appropriation 8,52,67,496 8,83,02,033
Proposed Dividend 35,62,830 35,62,830
Tax on Proposed Dividend 5,77,980 5,91,750
Balance Carried to
Balance Sheet 8,11,26,686 8,41,47,453
OPERATION
The year under review was very turbulent affecting the business
operations of the Company. The Company's poor performance was due to
various constraints, challenging environment and lower economic growth
coupled with pressure of hikes in raw materials, fuel charges and other
overheads. The global economic environment was also confronted with
geo-political instability, Eurozone sovereign debt crisis, fluctuating
global commodity prices and heavy fluctuations in foreign exchange
rates. The Company's export was also adversely affected. The Company
has achieved sales of Rs. 21,93,12,663/- i.e. 12.5% lower as compared
to the previous year's sales. Further, the Company has incurred
undertaken major repairs to the Plant and Machineries aggregating to
Rs. 1,51,19,064/-. The Company has earned Rs. 6,43,60,753/- as against
profit of Rs. 9,59,88,628/- earned during the previous year before
providing Depreciation and Finance Cost. Your Directors hope revival of
the market conditions and better performance of the Company in the
coming years.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Rs. 0.90
per share) out of the current profits and balance out of the surplus in
the profit and loss Account, subject to approval of the members in
their ensuing Annual General Meeting. The final dividend, if declared,
will absorb an outflow of Rs. 35,62,830/- towards dividend amount and
Rs. 5,77,980/- towards dividend distribution tax. The requisite
provision for dividend has been made in the accounts for the year ended
31st March, 2012.
FINANCE
The Company continued to avail financial assistance to part finance its
activities from the State Bank of India.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975. Hence, particulars are not given.
INSURANCE
All the assets of the Company including buildings, plant and
machineries and stocks are adequately insured.
DIRECTORATE
Shri Dinesh H Pande, Shri Laxman C Tilani and Shri Neel D Bilgi are
liable to retire by rotation as Directors at the ensuing Annual General
Meeting and are eligible for re-appointments. They have also offered
themselves for re-appointments.
COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act,
1956 and the rules made thereunder, a certificate is attached herewith
and the same forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that:
i) in the preparation of annual accounts for the financial year ended
March 31, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 a true and fair view of the state of affairs
of the Company at the end of the financial year as at 31st March, 2012
and the profits of the Company for the year under review;
iii) the directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) the directors have prepared the accounts for the financial year
ended 31st March, 2012 on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public during the
year within the meaning of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposit) Rules, 1975.
COST AUDIT
As per the provisions of Section 209(1)(d) and 233B of the Companies
Act, 1956 and the Rules made, notifications and circulars issued
thereunder, the Company has to submit Compliance Report certified by a
Cost Accountant for the year ended on 31st March, 2012. The Company has
also appointed Mr Manish B Analkat, Practising Cost Accountant of
Ahmedabad to conduct cost audit for the year 2012-13 in respect of the
products of the Company.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act as Auditors, if appointed. You are requested to
consider their re-appointment.
The Auditors observations read with the notes to the Accounts are
self-explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. Information as required under Section 217(1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, is given by way of
Annexure - "A" forming part of this Report.
CORPORATE GOVERNANCE
The Company focuses on good Corporate Governance. The Company has
implemented a combination of mandatory & voluntary conditions of Clause
49 of the Listing Agreement of the Bombay Stock Exchange Limited,
Mumbai pertaining to Corporate Governance. A detailed note on Corporate
Governance and Auditor's Certificate confirming compliance of the
Corporate Governance requirements by the Company are annexed.
ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates the continuous &
comprehensive support and cooperation by the Company's bankers,
shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution
and devoted services of the employees at all levels.
For and on behalf of the Board
Dinesh A Bilgi
Chairman & Mg Director
Regd Office:
612, GIDC Estate
Chahtral, Tal: Kalol
Dist: Gandhinagar-382 729
Date: 31st July, 2012
Mar 31, 2011
The Directors are pleased to present their 22nd Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2011.
FINANCIAL RESULTS (Amount in Rupees)
31.03.2011 31.03.2010
Sales (Net) 25,06,11,707 21,42,58,947
Profit before depreciate
& Interest 9,59,88,628 7,34,64,041
Less Interest 1,72,76.147 1,32,40,073
Depreciation 5,62.48,628 4,09,44,167
Profit before Tax 2,24,63,853 1,92,79,801
Provision for Taxation 48,00,000 33,00.000
Provision for Deferred Tax 21,20,000 64,00,000
Profit after Tax 1,55,43,853 95,79,801
Surplus brought forward
from previous year 6,99,86,416 6,45,14,987
Add: Tax Adjustment 27,71,764 59,968
Profit available for
Appropriation 8,83,02,033 7,41,54,756
Proposed Dividend 35,62,830 35,62,830
Tax on Proposed Dividend 5,91,750 6,05,510
Balance Carried to
Balance Sheet 8,41,47,453 6,99,86,416
OPERATIONS
Your Directors have to report that the industry faced imposition of
excise duty during the last quarter of the year The Company continued
to enjoy good market response and maintained its growth. The Company
has achieved sales of Rs 25,06,11,707/-, i.e. 17% increase over the
previous year s sales. The Company has undertaken expansion plans with
major capital expenditure for efficiency and better productivity The
Company has also explored overseas market with export turnover of Rs.
99,02,808/-. The Company has earned profit of Rs. 9,59,88,628/-, i.e. an
increase of 30.66% over the previous year's profit before providing
interest and depreciation.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Re 0. 90
per share) subject to approval of the members in their ensuing Annual
General Meeting. The final divided declared will absorb an outflow of
Rs.35,62 830/- towards dividend and Rs. 5,91,750/- towards dividend
distribution lax. The requisite provision for dividend has been made
in accounts for the year ended 31st March, 2011.
FINANCE
The Company's expansion project has been financed partly out of
borrowings from the Company's bankers, namely the State Bank of
India.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975. Hence, particulars are not given.
INSURANCE
All the assets of the Company including buildings, plant & machineries
and stocks are adequately insured.
DIRECTORAAATE
Shri Balkrishna I Makwana, Shri Pragnesh K Shah and Shri Chirag D Bilgi
are liable to retire by rotation as Directors at the ensuing Annual
General Meeting and are eligible for re- appointment. They have also
offered themselves for re- appointments.
COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act,
1956 and the rules made there under, a certificate is attached herewith
and the same forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that.
i) in the preparation of annual accounts for the financial year ended
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 as at 31st March, 2011 and
the profits of the Company for the year under review;
iii) the directors have taken proper and sufficient care to the best of
their knowledge and ability 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;
iv) the directors have prepared the accounts for the financial year
ended 31st March, 2011 on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public during the
year within the meaning of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposit) Rules, 1975.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act a Auditors, if appointed. You are requested to
consider their re-appointment. The Auditors observations read with the
notes to the Accounts are self - explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. Information as required under: Sect on 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is given by way
of Annexure-"A" forming part of this Report.
CORPORATE GOVERNANCE
The Company has been proactive in adhering to the principles and
practices of good Corporate Governance. As required by Clause 49 of the
Listing Agreement with the Bombay Stock Exchange Ltd, Mumbai, a
detailed note on Corporate Governance is annexed to this Report. The
Auditor's Certificate confirming compliance of the Corporate Governance
requirements by the Company is attached to the Report on Corporate
Governance.
ACKNOWLEDGEMENTS
The Board of Directors of the Company hereby convey their sincere
appreciation for the continuous support and co-operation extended by the
State Bank of India, the Company's bankers, shareholders, customers,
suppliers and other business associates.
For and on behalf of the Board
Regd Office:
612, GEDC Estate, Chhatral Dinesh A Bilgi
Tal: Kalol, Chairman & Mg Director
Dist: Gandhinagar-382 729
Date: 3rd August, 2011
Mar 31, 2010
The Directors are pleased to present their 21st Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2010.
FINANCIAL RESULTS (Amount in Rupees)
31.03.2010 31.03.2009
Sales (Net) 21,42,58,947 16,53,73,907
Profit before depreciation 6,02,23,968 4,02,75,474
Less: Depreciation 4,09,44,167 3,13,55,065
Provision for Taxation 33,00,000 29,50,000
Provision for Deferred Tax 64,00,000 (1,00,000)
Provision for Fringe Benefit Tax - 3,70,000
Profit after Tax 95,79,801 57,00,409
Surplus brought forward
from previous year 6,45,14,987 6,29,82,918
Add: Tax Adjustment 59,968 NIL
Profit available for
Appropriation 7,41,54,756 6,86,83,327
Proposed Dividend 35,62,830 35,62,830
Tax on Proposed Dividend 6,05,510 6,05,510
Balance Carried to
Balance Sheet 6,99,86,416 6,45,14,987
OPERATIONS
The Company has made a turnaround in its performance during the year
under review. The Company has secured sales of Rs. 2142.59 lacs, i.e.
an increase of 29.56% over the perivous years sales of Rs. 1653.74
lacs. Export of the Company has seen a boost up. The Company has made
major capital expenditure for installation of WTG for captive
consumption and plant and machineries for expansion on hand. The
manufacturing and other overheads were also increased. The Company has
earned profit of Rs. 602.24 lacs, i.e. an increase of 49.53% over the
previous years profits before providing depreciation and taxes.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Re. 0.90
per share) subject to approval of the members in their ensuing Annual
General Meeting. The final dividend, if declared will absorb an outflow
of Rs.35,62,830/- towards dividend and Rs. 6,05,510/- towards dividend
tax. The requisite provision for dividend has been made in the accounts
for the year ended 31st March, 2010.
FINANCE
The Companys expansion project has been financed partly out of
borrowings from the Companys bankers, namely the State Bank of India.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975. Hence, particulars are not given.
INSURANCE
All the assets of the Company including buildings, plant & machineries
and stocks are adequately insured.
DIRECTORATE
Shri Laxman C Tilani and Shri Vasant R Shah are liable to retire by
rotation as Director at the ensuing Annual General Meeting and are
eligible for re-appointment. They have also offered themselves for
re-appointments.
Shri Pragnesh K Shah was as an Executive Director of the Company for a
period of five years from lst November, 2009 and Shri Neel D Bilgi,
relative of Directors was re-appointed as an Executive Director of the
Company for a further period of five years from Ist August, 2010 by the
Board of Directors on recommendation of the Audit Committee. You are
requested to consider both the appointments.
Shri Dinesh H Pande was appointed as an Additional Director of the
Company with effect from 1st August, 2010 to strengthen the present
Board of Directors. He has a vast experience in Marketing for over
three decades. He is a Independent Director. He holds office upto the
date of this ensuing Annual General Meeting. The Board recommends his
appointment.
Shri Chirag D Bilgi, an Executive Officer of the Company was promoted
and appointed as an Additional and Executive Director of the Company
with effect from 1st August, 2010. He has provided valuable services
to the Company and the Audit Committee also recommended his
appointment. He holds office upto the date of this ensuing Annual
General Meeting. The Board recommends his appointment. RESOLUTIONS BY
POSTAL BALLOT Your Directors are pleased to inform that the Company has
passed resolutions through Postal Ballots on 11.12.2009 for (1)
Alteration of the Main Objects Clause III of the Memorandum of
Association by insertion of new Sub Clauses A(6) and A(7), (2)
increasing borrowing powers of the Company upto Rs. 200 crores in view
of the proposed expansion projects and (3) authorising the Company to
sell, lease, mortgage or create charge over the assets of the Company
for securing the borrowings.
WTG PROJECT
Your Directors have pleasure to inform you that the Company has
installed 1.6MW Wind Turbine Generators at Samana, Jamnagar District
with total outlay of Rs. 880 lacs. The WTGs are also operative from
31st December, 2009. These WTGs are installed for captive consumption
and would result in the reduction of the power cost which in turn would
be beneficial to the Company.
COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act,
1956 and the rules made there under, a certificate is attached herewith
and the same forms part of this Report.
DIRECTORS RESPONSINILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that:
i) in the preparation of annual accounts for the financial year ended
March 31, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 a true and fair view of the state of affairs
of the Company at the end of the financial year as at 31st March, 2010
and the profits of the Company for the year under review;
iii) the directors have taken proper and sufficient care to the best of
their knowledge and ability 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;
iv) the directors have prepared the accounts for the financial year
ended 31st March, 2010 on a "going concern" basis.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public during the
year within the meaning of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposit) Rules, 1975.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act as Auditors, if appointed. You are requested to
consider their re-appointment. The Auditors observations read with the
notes to the Accounts are self - explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. Information as required under Section 217(1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, is given by way of
Annexure- "A" forming part of this Report.
CORPORATE GOVERNANCE
The Company has been proactive in adhering to. the principles and
practices of good Corporate Governance. As required by Clause 49 of the
Listing Agreement with the Bombay Stock Exchange Ltd, Mumbai, a
detailed note on Corporate Governance is annexed to this Report. The
Auditors Certificate confirming compliance of the Corporate Governance
requirements by the Company is attached to the Report on Corporate
Governance.
ACKNOWLEDGEMENTS
The Board of Directors of the Company hereby express their sincere
appreciation for the excellent support and co-operation extended by the
State Bank of India, the Companys bankers, shareholders, customers,
suppliers and other business associates. Your Directors place on
record their deep appreciation for contribution of the Employees at all
levels.
For and on behalf of the Board
Regd Office:
612, GIDC Estate, Chhatral
Tal: Kalol, Dist:
Gandhinagar-382 729 DineshA Bilgi
Date: July 29, 2010 Chairman & Mg Director