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Directors Report of Camphor & Allied Products Ltd.

Mar 31, 2015

The Directors have pleasure in submitting the 43rdAnnual Report together with the Audited Accounts of your Company for the year ended 31st March, 2015.

Financial Results: Rs. in lacs

Particulars Year Ended on Year Ended on 31.03.2015 31.03.2014

Profit before Interest, Depreciation and Tax 4388.07 4780.44 Deduction

Interest 816.19 886.14

Depreciation 877.86 768.46

Provision for Income Tax and Deferred Tax 853.12 1175.22

Income Tax for earlier year (84.75) (60.21)

Net Profit after Tax 1925.65 2010.83

Add: Balance brought forward from last year 6296.65 4556.95

Profit available for appropriation 8222.29 6567.78

Your Directors recommend following Appropriation:

General Reserve - 151.00

Proposed Dividends 77.01 102.67

Corporate Tax on Proposed Dividend 15.68 17.45

Balance carried to Balance Sheet 8074.78 6296.66

REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIR:-

The Company's sales revenue has increased substantially during the year, the Company has achieved turnover of Rs.35,505.74 Lacs which is increased by 14.78% as compared to last year turnover of Rs.30,932.95 Lacs.

The Company earned a Profit after tax of Rs.1925.64 Lacs during the year which is decreased by 4.24% as compared to last years' Profit after tax of Rs.2010.83 Lacs.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales. However there was reduction in profitability due to steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

DIVIDEND:

Your Company recommended a dividend at the rate of Rs.1.5 per Equity Share of Rs.10/- each. In the previous year the dividend at the rate Rs.2 per Equity Share of Rs.10/- each was recommended.

The dividend will be paid to the members whose names appear in the Register of Members as on 14th September, 2015 (one day before book closure date); in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 14th September, 2015 (one day before book closure date).

FIXED DEPOSIT:

Your Company has not accepted or repaid any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

The Company has 6 deposits of Rs.2,00,000/- as on 31st March, 2015 which have remain unclaimed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS :-

All Related Party Transactions that were entered into during the financial year were on arm's length basis and in the ordinary course of business.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website http://www.camphor-allied.com/RPT%20policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure-A" to the Directors' Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Shyamal A.Bodani, Executive Director. The Other Members of the Committee are Mr. Harshvardhan A. Piramal, Non-Executive, Independent Director and Ms. Amruta V. Nair, Non-Executive, Independent Director.

The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The same is available on the website of the Company i.e. http://www.camphor-allied.com/Capl_CSR%20policy.pdf and is also attached to this report as "Annexure- B".

The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended 31st March, 2015 is attached to this report as "Annexure-C".

INSURANCE:

The Company's buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

MEETINGS:

During the year 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of the same along with other Committees of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Shyamal A. Bodani, Executive Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Anil K. Bodani, Executive Chairman was passed away on 20th December, 2014. The Board placed on record significant contributions made by Late M r. Anil K. Bodani during his lifetime.

Mrs. Chandrika A. Bodani was appointed as Director as per Section 161 of the Companies Act, 2013 and Subsequently appointed as whole time director designated as Executive Chairperson w.e.f 20.01.2015 subject to approval of Shareholder at ensuing general meeting. The Company has received requisite notice in writing from a member proposing Mrs. Chandrika A. Bodani for appointment as Director of the Company.

KEY MANAGERIAL PERSONNEL:

Mr. Girish Khandelwal, Chief Financial Officer and Ms. Sweta Pandey, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013. Ms. Nirmala Agarwal has been resigned from the post of Company Secretary cum Compliance officer during the financial year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 134):

The particulars relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-D" to the Directors Report.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai (Firm registration No. 301051E), Mumbai have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 26.09.2014 for a period of four years subject to ratification by members at every consequent Annual General Meeting.

Therefore, ratification of their appointment as Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013.

AUDITORS' REPORT:

The observations made in the Auditors' Report are self-explanatory and do not call for any further comments u/ s 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

The Board had appointed Mr. Vipul Kumar Singh, Company Secretary in Practice to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by Mr. Vipul Kumar Singh, Company Secretary in Practice, in Form MR-3 for the financial year 2014-15 forms part of this report and marked as "Annexure-E". There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

The Board at its meeting held on May 28, 2015, has appointed M/s. Shreyans Jain & Co., Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2015-16.

COST AUDITORS:-

The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 42nd Annual General Meeting, M/s. N. Ritesh & Associates, Cost Accountants, to conduct the audit of the cost accounting records for financial year 2014-15.

The cost audit report for the financial year 2013-14 was filed with Ministry of Corporate Affairs on 1st October, 2014.

Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s. N. Ritesh & Associates, Cost Accountants as the Cost Auditors to conduct the cost audit of the Company for the financial year 2015-16.

MATERIAL CHANGES:

There were 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 this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any.

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company's Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2015, total 45, 29,191 shares representing 88.23% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2015-2016 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained peaceful and cordial during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not annexed since there are no employees drawing remuneration of more than Rs.60, 00,000/- per annum during the year under review, if employed for full year or more than Rs.5, 00,000/- per month, if employed for part of the year.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as "Annexure-F".

However in terms of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:-

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013- 1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

5. That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

6. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The Company has received declarations from all the Independent Directors of the Company confirming that they meet 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 Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as "Annexure- G" forming part of this Director's Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairperson and Non-Independent Directors was carried out by the Independent Directors.

FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Company's website http://www.camphor-allied.com/fprog.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, Your Company has transferred a sum of Rs.2,96,135 to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the year 2006-2007 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Nomination and Remuneration Policy of the Company is attached to the Board's Report as "Annexure-H".

VIGIL MECHANISM POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Vigil Mechanism" ("the Policy").

The Vigil Mechanism may be accessed on the Company's website at the link: http://www.camphor-allied.com/ VigilMPol.pdf

RISK MANAGEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company's competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level. The Company has adopted risk management policy.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-I".

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company's Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

CHANDRIKA A. BODANI DHARMIL A. BODANI

PLACE: - MUMBAI EXECUTIVE CHAIPERSON MANAGING DIRECTOR

Date:- 14th August, 2015 DIN NO: 00618298 DIN NO: 00618333


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in submitting the 42ndAnnual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

Financial Results: Rs. in lacs

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Profit before Interest, Depreciation and Tax 4780.44 3847.56

Deduction

Interest 886.14 57.47

Depreciation 768.46 314.16

Provision for Income Tax and Deferred Tax 1175.22 1077.40

Income Tax for earlier year (60.21) 4.74

Net Profit after Tax 2010.83 2393.79

Add: Balance brought forward from last year 4556.95 2163.16

Profit available for appropriation 6567.78 4556.95

Your Directors recommend following Appropriation:

General Reserve 151.00 -

Proposed Dividends 102.67 -

Corporate Tax on Proposed Dividend 17.45 -

Balance carried to Balance Sheet 6296.66 4556.95

REVIEW OF OPERATIONS:- The Company''s sales revenue has increased substantially during the year, the Company has achieved turnover of Rs. 30,932.95 Lacs which is increased by 42.67% as compared to last year turnover of Rs. 21,681.51 Lacs.

The Company earned a Profit after tax of Rs. 2010.83 Lacs during the year which is decreased by 16% as compared to last years'' Profit after tax of Rs. 2,393.79 Lacs. Profit of previous year was including revenue from the sale of surplus land.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

DIVIDEND :

Your Company recommended a dividend at the rate of Rs. 2 per Equity Share of Rs. 10/- each. In the previous year no dividend was recommended.

The dividend will be paid to the members whose names appear in the Register of Members as on 15th September, 2014 (one day before book closure date); in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 15th September, 2014 (one day before book closure date).

FIXED DEPOSIT:

Your Company has accepted 3 deposits during the year of Rs. 2.5 Crores and which were repaid on their due date during the year.

Repayment of matured and unclaimed 4 Deposits amounting to Rs. 44,000/- were made during the year compared to last year''s repayment of 5 Deposits amounting to Rs. 90,000/-.

The Company has 6 Deposits of Rs. 2,00,000/- as on 31st March, 2014 which have remained unclaimed as on 31.03.2014 compared to last year''s 10 Deposits of Rs. 2,44,000 as on 31.03.2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors in their meeting held on 29th May, 2014, in terms of requirement of section 135 of the Companies Act, 2013 had constituted the Corporate Social Responsibility (CSR Committee) comprising Mr. Shyamal A. Bodani as the Chairman and Mr. Harshvardhan Piramal and Ms. Amruda Nair as members of Committee.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the provisions of Companies Act, 1956 corresponding with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Anil K. Bodani, Executive Chairman of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

Mr. Girish Dave had resigned as Director and discontinued to be Independent Director of the Company w.e.f. 8th April, 2013. The Board placed on record significant contributions made by Mr. Girish Dave during his tenure.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 corresponding with the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Amruda Nair was appointed as an Additional Director of the Company, designated as an Independent Director w.e.f. 3rd October, 2013 and she shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Amruda Nair for appointment as an Independent Director.

In compliance with the provisions of Companies Act, 2013, Mr. Harshvardhan Piramal, Mr. Prakash Mehta and Mr. Ranjit Puranik, Directors retiring at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. Harshvardhan Piramal, Mr. Prakash Mehta and Mr. Ranjit Puranik for appointments as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet 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 Exchange.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of four consecutive years commencing from the conclusion of this Annual General Meeting , until the conclusion of 46th Annual General Meeting of the Company in the calendar year 2018.

As required under the provisions of section 139 of the Companies Act, 2013, the Company has obtained written consent from M/s Lodha & Co. that their appointment if made would be in conformity with the limits specified in the said section.

Further the Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

AUDITORS'' REPORT:

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The directors are taking corrective measures for the comments made by auditor. COST AUDITORS:- M/s. N. Ritesh & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2015. They will submit their report to the Ministry of Corporate Affairs, Government of India.

The cost audit report for the financial year 2012-13 was filed with Ministry of Corporate Affairs on 30th September, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:- The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:- Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:- Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2014, total 45,08,446 shares representing 87.82% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2014-2015 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:- The relations with the employees of the Company remained cordial during the year under review. PARTICULARS OF EMPLOYEES:- In terms of provisions of section 217(2A) of the Companies Act, 1956 ("Act") read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However having regard to the provisions of section 219(i)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:- Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. 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, 2014 and of the profit of the Company for the year ended on that date;

3. 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; and

4. the annual accounts have been prepared on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:- As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director''s Report.

CORPORATE GOVERNANCE:- Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:- The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

PLACE: - MUMBAI ANIL K. BODANI DATE: - 14TH AUGUST, 2014 (EXECUTIVE CHAIRMAN)


Mar 31, 2013

The Directors have pleasure in submitting the 41st Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

Financial Results:

Rs. in lacs

Particulars Year Ended on Year Ended on

31.03.2013 31.03.2012

Profit before Interest, Depreciation and Tax 3847.58 777.32 Deduction

Interest 57.47 193.99

Depreciation 314.16 274.46

Provision for Income Tax and Deferred Tax 1077.40 83.71

Income Tax for earlier year 4.74 12.82

Net Profit after Tax 2393.81 212.34

Add: Balance brought forward from last year 2163.16 1951.10

Profit available for appropriation 4556.97 2163.44

Your Directors recommend following Appropriation:

General Reserve - -

Proposed Dividends - -

Corporate Tax on Proposed Dividend - 0.28

Balance carried to Balance Sheet 4556.97 2163.16

REVIEW OF OPERATIONS:-

The Company''s sales revenue has increased marginally during the year, the Company has achieved turnover of Rs. 21,681.51 Lacs which is increased by 7.21% as compared to last year turnover of Rs. 20,223.59 Lacs.

The Company earned a Profit after tax of Rs.2,393.81 Lacs during the year which is increased by 1027.35% as compared to last years'' Profit after tax of Rs.212.34 Lacs.

Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc.

Furthermore your Company has sold surplus land during the year.

DIVIDEND:

Keeping in mind the financial positions/liquidity of the Company and the near future requirements of funds, your directors'' prefer not to recommend dividend on equity shares of the Company for the F.Y. ended 31.03.2013. In the previous year the dividend was not recommended.

FIXED DEPOSIT:

Your Company has neither accepted any new deposit nor renewed any old deposit during the year.

Repayment of matured and unclaimed 5 Deposits amounting to Rs. 90,000/- were made during the year compared to last year''s repayment of 104 Deposits amounting to Rs. 1,22,50,000/-.

During the year, the Company has transferred 2 deposits amounting Rs. 20,000/- to Investor Education Protection Fund which were matured and remained unclaimed for the period more than seven years.

The Company has 10 Deposits of Rs. 2,44,000/- as on 31st March, 2013 which have remained unclaimed as on 31.03.2013 compared to last year''s 17 Deposits of Rs. 3,54,000 as on 31.03.2012.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

The Board comprises of eight directors, of which four are independent directors.

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Mr. Harshvardhan Piramal and M r. Ranjit Puranik, independent directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Girish Dave had resigned as Director and discontinued to be Independent Director of the Company w.e.f. 8th April, 2013. The Board placed on record significant contributions made by Mr. Girish Dave during his tenure.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS'' REPORT:

The directors are taking corrective measures for the comments made by auditor.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2013. They will submit their report to the Ministry of Corporate Affairs, Government of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company''s Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2013, total 44,93,241 shares representing 87.52% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2013-2014 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review.

PARTICULARS OF EMPLOYEES:-

In terms of provisions of section 217(2A) of the Companies Act, 1956 ("Act") read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However having regard to the provisions of section 219(i)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure;

2. 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, 2013 and of the profit of the Company for the year ended on that date;

3. 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; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director''s Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company''s Unions and all the employees for their dedicated service.



ON BEHALF OF THE BOARD

PLACE: MUMBAI ANIL K. BODANI

DATE : 12TH AUGUST, 2013 (EXECUTIVE CHAIRMAN)


Mar 31, 2012

The Directors have pleasure in submitting the 40th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

Financial Results:

Rs. in lacs Particulars Year Ended on Year Ended on 31.03.2012 31.03.2011

Profit before Interest, Depreciation and Tax 777.32 1375.37 Deduction

Interest 193.99 74.29

Depreciation 274.46 264.06

Provision for Tax, FBT & Deferred Tax 83.71 267.32

Income Tax for earlier year 12.82 4.57

Net Profit after Tax 212.34 765.13

Add: Balance brought forward from last year 1951.10 1375.47

Profit available for appropriation 2163.44 2140.60 Your Directors recommend following Appropriation:

General Reserve - 100.00

Proposed Dividends - 77.01

Corporate Tax on Proposed Dividend 0.28 12.49

Balance carried to Balance Sheet 2163.16 1951.10

REVIEW OF OPERATIONS:-

The Company's sales revenue has decreased marginally during the year due to reduction in sale prices, the Company has achieved turnover of Rs. 20,223.59 Lacs which is decreased by 6.73% as compared to last year turnover of Rs. 21683.31 Lacs.

The Company's Profit after tax has decreased during the year due to Foreign Exchange Loss of Rs. 316.03 Lacs, the Company earned a Profit after tax of Rs. 212.34 Lacs during the year which is decreased by 72.3% as compared to last years' Profit after tax of Rs. 765.13 Lacs.

During the year, there was suddenly steep hike in dollar prices and the rupees value has decreased unexpectedly against dollar and at the same time the sales prices has also been reduced, due to which the profitability has been affected drastically.

The Company has performed well during the year by efficiently managing the resources, despite the adverse conditions.

DIVIDEND:

Keeping in mind the financial positions/liquidity of the company and the near future requirements of funds, your directors'prefer not to recommend dividend on equity shares of the Company for the F.Y. ended 31.03.2012. In the previous year the dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each was recommended.

FIXED DEPOSIT:

The Company has not accepted any new deposit during the year. Repayment of 104 Deposits amounting to Rs. 122.50 Lacs were made during the year. Company has 17 Deposits of Rs. 3.54 Lacs as on 31.03.2012, compared to last year's 121 Deposits of Rs. 126.04 Lacs. 17 Deposits of Rs. 3.54 Lacs have remained unclaimed as on 31.03.2012.

INSURANCE:

The Company's buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Ranjit A. Puranik and Shri Prakash V. Mehta, independent directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS' REPORT:

The directors are taking corrective measures for the comments made by auditor.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2012. They will submit their report to the Ministry of Corporate Affairs, Government of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :-

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports.Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Company's Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on at 31st March 2012, total 44, 71, 015 shares representing 87.09% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2012-2013 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review. PARTICULARS OF EMPLOYEES:-

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTOR'S RESPONSIBILITY STATEMENT:-

Pursuant to section 217 (2AA) of the Companies Act, 1956 inserted vide the Companies (Amendment) Act, 2000 the Directors of the Company Confirms that:

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have 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; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Director's Report.

CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report.

ACKNOWLEDGEMENTS:-

The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company's Unions and all the employees for their dedicated service.

ON BEHALF OF THE BOARD

Place : MUMBAI ANIL K. BODANI

Date : 9th AUGUST, 2012. (EXECUTIVE CHAIRMAN)


Mar 31, 2010

The Directors have pleasure in submitting the 38th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Rs. Lacs

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Profit before Interest, Depreciation

and Tax 1909.76 1095.93

Deduction - -

Interest 62.74 69.36

Depreciation 246.69 243.79

Provision for Tax, FBT & Deferred Tax 571.44 330.13

Income Tax for earlier year 4.65 82.88

Net Profit after Tax 1024.24 369.77

Add: Balance brought forward from

last year 476.03 231.36

Profit available for appropriation 1500.27 601.13

Your Directors recommend following

Appropriation:

General Reserve 35.00 35.00

Proposed Dividends 77.01 77.01

Corporate Tax on Proposed Dividend 12.79 13.09

Balance carried to Balance Sheet 1375.47 476.03

REVIEW OF OPERATIONS:-

The Companys business volume & profitability continue to improve during the year, the Company has achieved turnover of Rs. 16546.21 Lacs and profit after tax of Rs. 1024.24 Lacs under review as compared to turnover of Rs. 13463.88 Lacs and profit after tax of Rs.369.77 Lacs during the previous year.

The Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales realization, despite steep rise in price of main imported raw materials and other inputs like power, natural gas, coal etc.

DIVIDEND:

Our Directors recommend a dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each. In the previous year the dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each was recommended.

FIXED DEPOSIT:

The Company not accepting and renewing Fixed Deposit, hence as on 31.03.2010, the Company has 576 Fixed Deposits amounting to Rs. 144.2 lacs as compared to last year 1045 fixed Deposit to Rs. 289.90 Lacs. 16 Fixed Deposits amounting to Rs. 3.34 lacs have remained unclaimed as at 31.03.2010.

INSURANCE:

The Companys buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 and Articles of Association of the Company, Shri Amitabh A. Himatsingka and Shri Ranjit A. Puranik are liable to retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

During the year, Shri Devendra Singh Raghava has been appointed as an Executive Director- Operations w.e.f. 30th April, 2009.

AUDITORS:

M/s Lodha & Co. Chartered Accountants, Mumbai the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s Lodha & Company, Chartered Accountants, Mumbai pursuant to the provisions of Section 224(IB) of the Companies Act, 1956, regarding their eligibility for re-appointment.

AUDITORS REPORT:

Your directors are taking corrective measures for comments made by auditors.

COST AUDITORS:-

M/s. P. D. Phadke & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended 31st March 2010. They will submit their report to the Ministry of Corporate Affairs, Government of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The particulars as prescribed under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are given as Annexure "A".

ENVIRONMENTAL COMPLIANCE AND SAFETY:-

Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities.

LISTING OF SECURITIES:-

Your Companys Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As at 31st March 2010, 43, 97,712 shares representing 85.66% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2010-2011 to the Bombay Stock Exchange Limited.

INDUSTRIAL RELATIONS:-

The relations with the employees of the Company remained cordial during the year under review.

PARTICULARS OF EMPLOYEES:-

There are no employees falling within the purview of sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT:-

The Board of Directors of the Company Confirms:

1. that the preparation of the annual accounts, the applicable accounting standards have been followed and there have 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, 2010 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; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as Annexure "B" forming part of this Directors Report.

CORPORATE GOVERNANCE:-

A report on Corporate Governance and Certificate from the Auditors thereon forms part of Annual Report.

GENERAL:-

Your Directors place on record their sincere thanks to Bankers and Shareholders for their continuous support and Co-operation. The Directors also place on record their appreciation for the good work done by the employees of the Company.

ON BEHALF OF THE BOARD

Place: Mumbai ANIL K. BODANI

Date : 21st May, 2010 (Executive Chairman)

 
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