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Directors Report of Ashish Polyplast Ltd.

Mar 31, 2015

Dear Members,

We have great pleasure in presenting Twenty First Annual Report on the working of the company together with the Annual Accounts for the year ended on 31st March 2015 and trust that the same will meet your approval.

1. FINANCIAL RESULTS

Particulars 2014-15 2013-14 Amount Amount (Rs.) (Rs.)

Sales & Other Income 107,081,017 89,746,630

Profit/(Loss) before 3,219,093 2,944,973 Depreciation and Taxation

Less: Depreciation 1,730,965 1,754,682

Profit/(Loss) before Tax 1,488,128 1,190,291

Less: Provision for taxation 327,325 (386,157)

Profit/(Loss) after taxation 1,160,803 1,576,448

Add: Balance of last year 8,880,687 7,304,239 brought forward

Balance Profit/(Loss) available 10,041,490 8,880,687 for appropriation

Less : Transfer to General Reserve — —

Less : Depreciation on transition to schedule II of the Companies Act, 2013 491,682 —

Proposed Dividend --- —

Dividend Distribution Tax — —

Balance Profit/(Loss) 9,549,808 8,880,687 Carried to Balance Sheet

2 COMPANY'S PERFORMANCE

The sales turnover of the company amounted to Rs. 106,557,902/- in the current year as compared to Rs. 89,690,504/- in previous year which shows an increase of about 19%. The company has earned lower net profit after tax of Rs. 1,160,803/- during the year as against Rs. 1,576,448/- in last year due to increase in expenses and higher income tax provision However Profit Before Depreciation and interest (PBDIT) has increased to Rs. 5,503,636/- during the Current year as against Rs. 5,187,821/- in last year. This was due to increase in production & sales quantity. Your Directors are making constant efforts for increasing the business of the company..

3 DIVIDEND

Your Directors do not recommend dividend for the year under review, in order to strengthen the long term Resources of the Company.

4 TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report. (Annexure D)

6 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES

As on March 31 2015 the company does not have any subsidiary or joint venture or associate.

9 RISK MANAGEMENT POLICY

The Company has in place a dynamic Risk management framework for a systematic approach to control risks as the framewrok identifies, evaluates business risks and oppurtunities and seeks to create transparency and minimize adverse impact on the business. The Risk Management Process is appropriately handled by functional heads. As on Date, the comany envisage risks which could threaten the existence of the company

10 CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135 (1) of the Companies Act , 2013 and hence it is not required to formulate policy on corporate social responsibility.

11 DIRECTORS

As per section 152 of the Companies Act,2013 and clause 110 of Article of Association of the Company Smt Kantaben Panchal is liable to retire by rotation and being eligible, offers herself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Fenil Kalpesh Kansara was appointed as an Additional Director designated as an Independent Director w.e.f. 31st March 2015 and he shall hold office up to the date of the ensuing Annual General Meeting.

12 DIRECTORS' RESPONSIBILITY STATEMENT

As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013 the Directors hereby state and confirm that:

1 in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

2 they 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 and of the profit of the Company for that period;

3 they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities;

4 they have prepared the Annual Accounts on a going concern basis.

5 they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6 they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13 NUMBER OF MEETINGS OF THE BOARD

Six Meetings of the Board were held during the year. For details of the meetings of the Board , please refer to the Corporate Goverence Report, which forms part of this report.

14 BOARD EVALUATION

Persuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement, a structured qustionnaire was prepared after taking into consideration of the various aspects of the board functions, composition of the board amd its committees, culture, execution and performance of specific duties , obligations and governance.

The perfomance evaluation of the independent Directors was completed. The perfomance evaluation of the chairman and the Non-Independent Directors was carries out by the Independent Directors. The Board to Directors expressed their satisfaction with the evaluation process.

15 DIRECTORS ' REMUNERATION POLICY AND CRITERIA FOR MATTERS COVERED UNDER SECTION 178 OF COMPANIES ACT 2013

The Company has constituted a Nomination and Remuneration Committee under Section 178 (1) of the Companies Act 2013 which determines Directors' remuneration policy and criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub - Section (3) of Section 178. Details of the same are provided in the Corporate Governance Report.

16 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR

Mr. Rasik B. Panchal was appointed as chief financial officer during the year.

17 CHANGES IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company done during the year.

18 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013.

During the year under review, the Company has not advanced any loans / given guarantees / made investments covered under the provisions of Section 186 of the Companies Act 2013.

19 CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of listing agreement with stock exchanges, a separate section on corporate governance and certificate obtained from auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report. Mr. Ashish Panchal, Managing Director and Mr. Rasik B. Panchal (Chief Financial Officer) have given a certificate to the Board as contemplated in sub-clause V of the Clause 49 of the Listing Agreement.

20 PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 5,00,000/ per month or Rs.60,00,000/ per year. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding contribution to the operation of the company during the year.

21 DEPOSITS

The company has not invited or accepted any fixed deposit from public during the year under review and as such, no amount on account of Principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

22 AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Govemanace Report, which forms part of this report.

23 AUDITORS

M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. M/s. M.R. Pandhi & Associates have confirmed that their re-appointment, if made, shall be within limits specified under section 139 of the Companies Act, 2013.

24 SECRET ARIAL AUDIT REPORT

The Board has appointed Mr. Kamlesh M.Shah Practising Company Secretary to conduct Secretarila Audit for the financial year under review. The Secretarial Audit Report for the financial Year ended 31st March 2015 is annexed herewith marked as Annexure A to this Report

25 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Auditors' Report and Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks.

26 EXTRACT OF THE ANNUAL RETURN

As prescribed under Section 92 (3) of the Act, the extract of the Annual Return in Form No. MGT- 9 is annexed herewith as Annexure C to this Report.

27 DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

28 INTERNAL CONTROL SYSTEM

The Company has internal control system commensurate to the size of its operations. Your company's Statutory Auditors have confirmed the adequacy of Internal control system.

29 CONSERVATION OF ENERGY . TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 regarding in the statement annexed as Annexure B hereto forming a part of this Report.

30 RELATED PARTY TRANSACTIONS

There were no related party transactions entered into by the company during the financial year, which attracted the provisions of Section 188 of the Companies Act 2013. There being no related party transactions as defined under clause 49 of the listing agreement, there are no details to be disclosed in Form AOC - 2 in that regard. Pesuant to Clause 49 of Listing Agreement and the applicable of the Companies Act, 2013 the related party policy for dealing with related party transactions.

A copy of the related party policy for dealing with related party transactions is available on the website of the company. Transactions with the related party are disclosed in detail in note no.42 and annexed to the financial statements for the year.

All the related party transactions are duly approved by audit committee as required under the provisions of the Companies Act, 2013 and Listing Agreeement as well as the related party policy of the company.

31 WEBSITE:

As per the Clause 54 of the Listing Agreement, the Company has maintained a functional website www.ashishpolyplast.com which has all the details i.e. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media companies and/or their associates, etc.The contents of the said website are updated on regular basis.

32 VIGIL MECHANISM/WHISTLE BLOWER

Every listed company and other companies have to formulate the vigil mechanism for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy in terms of provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder and revised Clause - 49 of the Listing Agreement with Stock Exchanges. The Company have formulated vigil mechanism and whilstle blower policy.

The vigil mechanism shall provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee under section 177(9) of the Companies Act, 2013.

In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand. A whistle blower may be within the organization who discloses any illegal, immoral or illegitimate practices to the employer; he/she may be employee, superior officer or designated officer. It also for the outsiders to use this mechanism for the aforesaid acts.

A separate Section on Corporate Governance, along with a certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

33 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Cempanies ( Appointment and Remuneration of Managerial Personnel ) Rules 2014 and Companies ( Particulars of Empolyees) Rules 1975, in respect of employees of the Company and Directors is funished here as under

Sr Name Designation Remuneration Remuneration no paid in paid in F.Y 2014-15 F.Y 2013-14 Rs in Lacs Rs in Lacs

1 Ashish D Managing 12.19 12.19 Panchal Director

Sr Name Increase in Ratio/Timesper no remuneration from median of the previous years employee Rs in Lacs remuneration

1 Ashish D NIL 10,25 Panchal

34 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORKPLACE

The Company is commited to creating a healthy & conductive working environment that enables women to work without fear of prejudice, gender bias and sexual harrasement and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as gross misconduct. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and the rules made thereunder, the company has adopted a "Policy on Protection of Women against Sexual Harrasement at Work Place". Through this policy the Company Seeks to provide protection to its women employees against sexual harassement at work place and thereby provide mechanism for redressal of complaints relating to months connected therewith or incidental there to.

35 CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in this statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions affecting selling prices, in capacity additions, availability of critical materials and their cost, change in Governments Policies and tax laws, economic development of the Company, and other factors which are material to the business operation of the Company.

36 CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practice and following to the guidelines prescribed by the SEBI and stock exchange from time to time. The company has implemented all of the major stipulations as applicable to the company. The Statutory Auditors Certificate in accordance with Clause 49 of the listing agreements and report on the corporate governance is annexed to and form part of the Directors Report. Mr. Ashish Panchal, Managing Director and Mr. Rasik B. Panchal, Chief Financial Officer have given a certificate to the Board as contemplated in sub clause V of the clause 49 of the Listing Agreement.

37 ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

On behalf of the Board

Place : Ahmedabad. Rasik B. Panchal Ashish D. Panchal Date : 29th May 2015 Chief Financial Chairman Officer DIN No. : 00598209


Mar 31, 2014

The Shareholders,

ASHISH POLYPLAST LIMITED

Ahmedabad

We have great pleasure in presenting Twentieth Annual Report on the working of the company together with the Annual Accounts for the year ended on 31st March 2014 and trust that the same will meet your approval.

Review of Operations

2013-14 2012-13 Particulars Amount (Rs.) Amount (Rs.)

Sales & Other Income 89,746,630 93,551,274

Profit/(Loss) before Depreciation and Taxation 2,944,973 4,782,572

Less: Depreciation 1,754,682 1,558,356

Profit/(Loss) before Tax 1,190,291 3,224,217

Less: Provision for taxation (386,157) 1,699,378

Profit/(Loss) after taxation 1,576,448 1,524,839

Add: Balance of last year brought forward 7,304,239 6,609,260

Balance Profit/(Loss) available for appropriation 8,880,687 8,134,099

Less: Transfer to General Reserve - 174,000

Proposed Dividend - 560,588

Dividend Distribution Tax - 95,272

Balance Profit/(Loss) Carried to Balance Sheet 8,880,687 7,304,239

OPERATIONS:

The sales turnover of the company amounted to Rs 89,690,504/- in the current year as compared to Rs.93,510,097/- in previous year which shows a marginal decrease of about 4%. The company has earned higher net profit after tax of Rs.1,576,448/- during the year as against Rs.1,524,839/- in last year due to lower income tax provision However Profit Before Depreciation and interest ( PBDIT) has decreased to Rs. 2,944,973/- during the Current year as against Rs. 4,782,572/- in last year. This was due to decrease in production & sales quantity,increase in prices of raw materials and employee cost.Your Directors are making constant efforts for increasing the business of the company..

DIVIDEND:

Your Directors do not recommend dividend for the year under review, in order to strengthen the long term recourses of the Company.

DIRECTORS

As per section 152 of the Companies Act,2013 ( corresponding Section 256 of the Companies Act, 1956), and clause 110 of Article of Association of the Company Smt Kantaben Panchal is liable to retire by rotation and being eligible, offers herself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Rakesh Panchal was appointed as an Additional Director designated as an Independent Director w.e.f. February 28, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Rakesh Panchal for appointment as an Independent Director.

The Company has received declarations from Mr. Rakesh Panchal, the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All the movable and immovable assets of the Company are adequately insured and are covered for all the risks.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from secretary in whole-time practice, and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.5,00,000/ per month or Rs.60,00,000/ per year. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding contribution to the operation of the company during the year.

DEPOSITS

The company has not accepted any deposit from public.

AUDITORS

M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. M/s. M.R. Pandhi & Associates have confirmed that their re-appointment, if made, shall be within limits specified under section 139 of the Companies Act,2013 ( corresponding Section 224 (1B) of the Companies Act, 1956).

The Statutory Auditors being firm has completed the period precribed under section 139 of the Companies Act, 2013. However, this section further provides for the cooling period of three years and it is in the interest of the Company to appoint the Statutory Auditors for the period of three years and accordingly, the Board of Directors has recommended the re-appointment of M/s M. R. Pandhi & Associates, Chartered Accountants, Ahmedabad as Auditors of the Company for a period of three years from the conclusion of the ensuing AGM till the conclusion of Twenty Third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the provisions of Section 217(2AA) of Companies Act, 1956, as amended,the Directors hereby state and confirm:

1 That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

2 That they 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 and of the profit of the Company for the year ended on that date;

3 That they have taken proper and sufficient care 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;

4 That they have prepared the Annual Accounts on a going concern basis.

DEMATERIALISATION OF SHARES

The company has entered into agreements with NSDL and CDSL to enable members to hold their shares in dematerialized form. M/s. SHAREPRO SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents for the same. Members are requested to take benefit of this.

ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo are required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosur of particulars in the report of board of directors) Rule 1988 is hereby annexed as Annexure A and forming a part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practice and following to the guidelines prescribed by the SEBI and stock exchange from time to time. The company has implemented all of the major stipulations as applicable to the company. The Statutory Auditors Certificate in accordance with Clause 49 of the listing agreements and report on the corporate governance is annexed to and form part of the Directors Report. Mr. Ashish Panchal, Managing Director and Mr. Kamlesh Kansara, Manager - Accounts & Finance have given a certificate to the Board as contemplated in sub clause V of the clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

On behalf of the Board

Date : 29th May, 2014 Ashish D. Panchal

Place : Ahmedabad Managing Director


Mar 31, 2012

To, The Members of ASHISH POLYPLAST LIMITED Ahmedabad

The have great pleasure in presenting Eighteenth Annual Report on the working of the company together with the Annual Accounts for the year ended on 31st March 2012 and trust that the same will meet your approval.

Review of Operations

2011-2012 2010-2011 Particulars RS. Rs.

Sales & Other Income 82,998,516 66,329,320

Profit/(Loss) before Depreciation and Taxation 4,393,255 4,177,285

Less: Depreciation 1,543,565 1,085,935

Profit/(Loss) before Tax 2,849,690 3,091,350

Less: Provision for taxation 546,522 1,346,861

Profit/(Loss) after taxation' 2,303,168 1,744,488

Add: Balance of last year brought forward 5,131,621 4,212,661

Balance Profit/(Loss) available for appropriation 7,434,789 5,957,150

Less:Transfer to General Reserve 174,000 174,000

Proposed Dividend 560,588 560,588

Dividend Distribution Tax 90,941 90,941

Balance Profit/(Loss) Carried to Balance Sheet 6,609,260 5,131,621

OPERATIONS:

The sales turnover of the company amounted to Rs. 8,28,73,728/- in the current year as compared to Rs. 6,63,29,320/- in previous year which shows an increase of about 25.13%. The company has earned a net profit after tax of Rs. 23,03,168/- during the year as against Rs. 17,44,488/- in last year. This was possible due to increase in sales quantity, reduction in prices of raw materials and effective cost control. Your Directors are making constant efforts for increasing the growth of the company and also installed new plant and machineries STATUS OF EXPANSION/MODERNISATION:

Expansion which started last year is completed during this year. The company increased its installed capacity which is now 950 metric tons per annum. The company has also taken steps to improve quality and to reduce manpower. Total capital expenditure during the year amounted to Rs. 44,30,687/- including transfer of previous year capital work in progress Rs. 31,06,991/-.

DIVIDEND:

In view of stable performance of the company, the Board of Directors is pleased to recommend a dividend of 1.65% (Previous Year 1.65%) on Rs. 33,97,500/- equity shares of Rs.10 each for the current financial year amounting to Rs. 5,60,588/- ( Previous year Rs. 5,60,588/-). With Dividend Distribution Tax of Rs. 90,941/- (Previous year Rs. 90,941/-) the total outflow on account of dividend works out to Rs.6,51,529/-.

DIRECTORS

Mrs. Kantaben D.Panchal retires by rotation at the ensuing annual General Meeting being eligible she offers herself for reappointment. You are requested to appoint her.

CORPORATE GOVERNANCE

Pursuant to clause 49 of listing agreement with stock exchanges, a separate section on corporate governance and certificate obtained from auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from secretary in whole-time practice, and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per year. The Board of Directors wishes to express its appreciation to all the employees of the company for their outstanding contribution to the operation of the company during the year.

DEPOSITS

The company has not accepted any deposit from public.

AUDITORS

You are requested to re-appoint retiring Auditors M/s. M. R. Pandhi & Associates, Chartered Accountants, Ahmedabad for the financial year 2012-13. Auditor's remarks regarding internal audit system, the directors are directly supervising major areas and are keeping day-to-day watch. Therefore formal system is not there but informally there is a system. Your directors will introduce formal system in due course of time considering cost and other constraints. The loans and advances are all recoverable and the company is in contacts with the parties.

DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the company confirms:

1 That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

2 That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the Profit of the Company for the year ended on that date;

3 That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4 That the annual accounts have been prepared on a going concern basis.

DEMATERIALISATION OF SHARES

The company has entered into agreements with NSDL and CDSL to enable members to hold their shares in dematerialized form M/s. SHAREPRO SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents for the same. Members are requested to take benefit of this.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING/OUTGO Information with respect to 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning/out go have been provided in Annexure-A annexed hereto which, forms part of this Report.

ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

By Order of the Board

Ashish D. Panchal Chairman

Date : 30th May 2012 Place : Ahmedabad


Mar 31, 2011

Dear Member,

The Directors have pleasure in presenting the Seventeenth Annual Report for the financial year ended 31st March 2011.

PERFORMANCE OF THE COMPANY

Performance of your Company during the year is summarized as under:

(Amount Rupees in Lacs)

Particulars 2010-2011 2009-2010

Sales and Other Income 719.72 610.59

Profit before Depreciation and Taxes 41.77 32.73

Less: Depreciation 10.86 10.18

Profit before tax 30.91 22.55

Provision for Taxation 10.25 6.99

Profit After Tax 20.66 15.56

Add :- Balance brought forward 42.13 34.66

Balance Available for Appropriation 62.79 50.22

Appropriations

Transfer to General Reserve 1.55 1.55

Proposed Dividend 5.61 5.61

Dividend Distribution Tax 0.91 0.93

Balance Carried to Balance Sheet 54.72 42.13

DIVIDEND

In view of improved performance of the company, the Board of Directors is pleased to recommend a dividend of 1.65 % i.e. Rs 0.165 per equity share (Previous Year 1.65%) on 33, 97,500 equity shares of Rs.10 each for the current financial year amounting to Rs. 5.61 lacs ( Previous year 5.61 Lacs). With Dividend Distribution Tax of Rs.0.91 lacs ( Previous year 0.93 lacs ) the total outflow on account of dividend works out to Rs.6.52 lacs.

OPERATIONS

The total turnover of the Company for the year is increased by 18.01 % as compared to previous year. Your directors are putting all their efforts to further increase the sales. However, the net profit after tax for the current year has increased to Rs. 20.66 lacs from Rs. 15.56 lacs in 2009-10. This was possible due to increase in sales quantity, reduction in prices of raw materials and effective cost control.

- Your Directors are confident of achieving higher sales and profitability during 2011-12.

DIRECTORS

Shri Manishbhai Gandhi retires by rotation at the ensuing Annual General Meeting but due to his other pre occupation he has not opted for re-appointment. Shri Ankit N. Shah has ceased to be director w.e.f. 22.06.2011. Board acknowledges valuable services provided by Shri Ankit N. Shah during his tenure as a director. It is proposed to appoint Mr. Keyur Rasiklal Panchal as Independent Director in place of Shri Manish Gandhi, You are requested to appoint him.

DEPOSITS

Your Company has not accepted any deposit from public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING/OUTGO Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A annexed hereto which, forms part of this Report.

PERSONNEL

There was no employee drawing remuneration exceeding Rs.5,00,000/- p.m. or Rs.60 00,000/- p.a. The Board of Directors wishes to express its appreciation to all the employees of the Company, for their outstanding contribution to the operation of the Company during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of listing agreement with stock exchanges, a separate section on corporate governance and certificate obtained from auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report.

DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors of the company confirms:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

II. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

III. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a going concern basis.

DEMATERIALISATION OF SHARES

The company has entered into agreements with NSDL and CDSL to enable members to hold their shares in dematerialized form M/s. SHAREPRO SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents for the same. Members are requested to take benefit of this.

AUDITORS

You are requested. to re-appoint retiring Auditors M/s. M. R. Pandhi & Associates, Chartered Accountants, Ahmedabad for the financial year 2011-2012

Auditor's remarks regarding internal audit system, the directors are directly supervising major areas and are keeping day-to-day watch. Therefore formal system is not there but informally there is a system. Your directors will introduce formal system in due course of time considering cost and other constraints. The loans and advances are all recoverable and the company is in contacts with the parties.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from secretary in whole-time practice, and a copy of such. certificate is annexed to this report.

DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

BY Order of the Board

(Ashish D.Panchal) Chairman & M.D.

Ahmedabad, June 22, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report for the financial year ended 31st March 2010.

PERFORMANCE OF THE COMPANY

Performance of your Company during the year is summarized as under:

(Amount Rupees in Lacs) Particulars 2009-2010 2008-2009

Sales and Other Income 610.59 520.36

Profit before Depreciation and Taxes 32.73 17.26

Less: Depreciation 10.18 10.00

Profit before tax 22.55 7.27

Provision for Taxation 6.99 2.4

Profit After Tax 15.56 4.8

Add:- Balance brought forward 34.66 29.85

Balance Available for Appropriation 50.22 34.66

Appropriations

Transfer to General Reserve 1.55 -

Proposed Dividend 5.61 - Dividend Distribution Tax 0.93 -

Balance Carried to Balance Sheet 42.13 34.66



DIVIDEND

In view of improved performance of the company, the Board of Directors is pleased to recommend a dividend of 1.65 % i.e. Rs 0.165 per equity share (Previous Year Nil) on 33, 97,500 equity shares of Rs.10 each for the current financial year amounting to Rs. 5.61 lacs. With Dividend Distribution Tax of Rs.0.93 lacs the total outflow on account of dividend works out to Rs.6.54 lacs.

OPERATIONS

The total turnover of the Company for the year has increased by 17.35 % as compared to previous year. Your directors are putting all their efforts to further increase the sales. However, the net profit after tax for the current year has increased to Rs. 15.56 lacs from Rs.4.81 lacs in 2008-09. This was possible due to increase in sales quantity, reduction in prices of raw materials and effective cost control.

Your Directors are confident of achieving higher sales and profitability during 2010-11.

DIRECTORS

Smt. Kantaben D. Panchal retires by rotation at the ensuing Annual General Meeting and being eligible offers

herself for re-appointment.

DEPOSITS

Your Company has not accepted any deposit from public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING/OUTGO Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-A annexed hereto which forms part of this Report.

PERSONNEL

There was no employee drawing remuneration exceeding Rs.2,00,000/- p.m. or Rs.24 00,000/- p.a. The Board

of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of the Company during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of listing agreement with stock exchanges, a separate section on corporate governance and certificate obtained from auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report.

DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the company confirms:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

II. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

III. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a going concenvbasis.

DEMATERIALISATION OF SHARES

The company has entered into agreements with NSDL and CDSL to enable members to hold their shares in dematerialized form M/s. SHAREPRO SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents for the same. Members are requested to take benefit of this.

AUDITORS

You are requested to re-appoint retiring Auditors M/s. M. R. Pandhi & Associates, Chartered Accountants,

Ahmedabad for the financial year 2010-2011

Auditors remarks regarding internal audit system, the directors are directly supervising major areas and are keeping day-to-day watch. Therefore formal system is not there but informally there is a system. Your directors will introduce formal system in due course of time considering cost and other constraints.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from secretary in whole-time practice, and a copy of such certificate is annexed to this report.

DEPOSITORIES

The company is registered with both National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The shareholders can take advantage of holding their scripts in dematerialized mode.

ACKNOWLEDGEMENT

The Board takes the opportunity to thank for the continued support received from Banks and government authorities. Your Directors also acknowledge the support received by the Company from its suppliers of goods & services, agents, dealers, shareholders and other agencies associated with the Company.

BY Order of the Board

Ahmedabad, July 24, 2010 (Ashish D.Panchal)

Managing Director

 
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