Mar 31, 2015
Dear members,
The Directors have pleasure in presenting the Annual Report together
with Audited Accounts for the year ended 31 st March, 2015.
FINANCIAL RESULTS (in Rs )
Particulars Year Ended Year Ended
31st March, 31st March,
2015 2014
Sales 24,91,73,023 24,82,28,591
Other Income 2,82,33,476 2,62,96,286
Total expenditure 26,58,15,977 26,29,89,145
Profit before interest,
Dep. And tax 1,15,90,552 1,15,35,732
Interest 15,98,545 13,53,271
Depreciation 15,59,766 16,31,225
Net profit before tax 84,32,211 85,51,434
Net profit aftertax 64,22,479 51 ,66,304
Profit brought forward 2,53,86,032 2,02,19,728
Net Profit carried forward
to Balance Sheet 3,18,08,511 2,53,86,032
DIVIDEND
The Company has not declared dividend for the financial year 2014-15.
RESERVES
No amount is carried to any reserves during the period under review.
OPERATIONS
During the year under review the Company has achieved a higher turnover
of Rs. 24,91,73,023/- as against Rs. 24,82,28,591 /- in the previous
year. The net profit of the company is Rs. 64,22,479/-as against net
profit of Rs. 51 ,66,304/- in the previous year. There was an increase
in net profit by 24.31 % which was mainly due to increase in other
income.
FUTURE PROSPECTS
The year 2014-15 has seen downfall in some of the areas of the Indian
economy. One of the major features of the fiscal year was the
unfavorable market condition. However, the company expects good
performance even after stiff competition with big players. The Company
is still hopeful to expect better performance in new products recently
launched by company.
DEPOSITS
The Company has not accepted any deposits during the year under review
or in earlier years.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY:
Details of loans, guarantees and investments, if any, covered under the
provisions of section 186 of the Companies act, 2013 are given in the
notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS
No significant or material order has been passed by the Regulators
/Courts or Tribunals which can impact the going concern status and
Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes occurred subsequent to the close of
financial year of the company to which the balance sheet relates and
the date of the report which can affect the financial position of the
Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act,
2013, your Directors state that:
1. In preparation of the annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
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 31st march ,2105 and of
the profit or loss of the Company for that period;
3. They have taken proper and sufficient care for the maintenance of
proper accounting records in accordance with the provisions of the
companies Act, 2013 and rules made thereunder for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities.
4. They have prepared the annual accounts for the financial year ended
31st March, 2015 on a going concern basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
6. The directors had devised proper and systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s Mahendra Khandelwal & Company, Company
Secretaries in Whole-time Practice, to carry out Secretarial Audit of
the Company under the provisions of Section 204 of the Companies Act
2013. The Report of Secretarial Auditor is annexed with this report as
Annexure-lll.
RELATED PARTY TRANSACTIONS:
ALL the related party transactions that were entered in to during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no material / significant related party
transaction made by the Company which has a potential conflict with the
interest of the Company at large and disclosure in form AOC-2 is given
as required. The Board has framed a policy on related party
transaction.
HUMAN RESOURCES
Company values its Human Resources the most. To keep their morale high,
company extends several welfare benefits to the employees and their
families by way of comprehensive medical care, education, housing and
social security.
EXTRACTS OF ANNUAL RETURN:
Extracts of annual return is annexed to this report as Annexure-I
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Companies Act, 2013 relating to corporate social
responsibility does not apply to the company.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at work places and
has in place a policy on prevention , prohibition and redressal of
sexual harassment at work place in the line of provisions of Sexual
Harassment of women at work place (Prevention , prohibition and
redressal), Act, 2013and the rules framed there under. At present
company has no women worker in service.
DOCUMENTS PLACED ON THE WEBSITE (www.conpetco.com)
The following documents have been placed on the website in compliance
with the Act:
* Financial statements of the Company.
* Code of conduct for insider trading and corporate disclosure
practices.
* Shareholding patterns.
* Annual Reports.
DIRECTORS
Smt. Radhika Khandelwal, Director of the Company, is retiring by
rotation at ensuing Annual General meeting and being eligible, offers
herself for reappointment. The company has independent Directors on the
Board and also one women Director as per requirement of Companies Act,
2013.
APPOINTMENT, REMUNERATION AND EVALUATION OF DIRECTORS
The Board has based on recommendations of the Nomination and
Remuneration committee laid down following policies:
(i) Appointment and removal of Directors, KMP and Senior Management;
* The NRC will have the responsibility and authority to decide the
essential and desirable skills/competencies/Experience/criteria of
independence required from the individuals for the office of director,
KMP and senior management Personnel.
* The experience required from Directors, KMP and Senior Management
personnel.
* The NRC will review the criteria for the role and define the role
specifications for the appointment.
* The NRC shall review the criteria for the role and define the role
specifications for appointment.
* In case of directors and KMP, in addition to above specifications the
NRC shall ensure that the candidate possesses the requisite
qualifications and attributes as per Applicable laws.
(i) Identifying candidates who are qualified to become Directors , KMP
and senior Management personnel:
* The NRC may assign the responsibility of identifying the candidates
for the final interview by the
NRC to the following;
a) To the Managing Director / whole time Director and Chairman of NRC
in case of selection of directors and
b) To the Managing Director/ whole time Director in case of selection
of KMP and Senior Managerial Personnel.
c) The NRC shall identify members of the Board who will interview the
candidate recommended to the NRC as above.
d) Upon selection of the candidate, the NRC shall make a recommendation
to the Board for appointment of Director/KMP/Senior Management
Personnel.
e) The appointment of directors and KMP shall be subject to the
compliance of the Act, Clause 49 of listing agreement and Articles of
Association.
(ii) Selection of independent Directors:
Considering the requirement of skill sets on the Board, eminent people
having an independent standing in their respective field and who can
effectively contribute to the Company's business and policy decisions
are considered by NRC for appointment, as an independent Directors on
the Board. The committee inter alia, considers qualification, positive
attributes, area of experience and number of directorship held in other
Companies by such person in accordance with the Company's policy for
selection of Directors and determining Director1 independence. The
Board considers the committee's recommendation, and takes appropriate
decision. Every Independent Director at the first meeting of the Board
in which he participates as Director and thereafter at the first
meeting Board in every financial year, gives a declaration that he
meets the criteria of independence as provided in the law.
(iii) Term of appointment:
* The term of appointment of Directors shall be governed by provisions
of the Act and clause 49 of listing agreement.
* The term of KMP (other than the MD) and Senior management personnel
shall be governed by the prevailing policy of the company.
(iv) Removal of Director, KMP and Senior Management Personnel:
* Removal of Director, KMP and Senior Management personnel may be
warranted due to reasons such as disqualification prescribed under
applicable laws and /or disciplinary reasons.
(v) Remuneration of Director, KMP and Senior Managerial Personnel:
* The remuneration payable to managing Director shall be determined by
the NRC and recommended to the Board for approval. Such remuneration is
further subject to approval of shareholders as per applicable
provisions of the Act.
* Remuneration payable to non Executive Directors: Only the sitting fee
will be paid to Non Executive Directors which shall be determined by
NRC.
* Remuneration to KMP and Senior Managerial personnel: The NRC will
approve policy for remuneration payable to KMP and senior Managerial
personnel. The NRC will approve remuneration payable to KMP and Senior
Managerial Personnel Which will finally be approved by Board.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
(i) Board is committed to assessing its own performance as Board is to
identify its strength and areas in which it may improve its
functioning.
(ii) NRC is responsible for carrying out evaluation of every Director's
performance and the NRC will frame criteria for the same.
(iii) The evaluation of Board and Chairman will be reviewed by
Independent Directors at their meeting.
(iv) The directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholders
Grievance Committee.
(v) The Performance of the Board is evaluated by each individual
Director as well as collectively by the Board on the Annual Basis
towards the end of the Financial Year.
(vi) The Board performance is evaluated on the basis of number of Board
and Committee meetings attended by individual director, participation
of director in the affairs of the company, duties performed by each
director and targets achieved by company during the year.
(vii) Performance of Independent Directors is evaluated based on
objectivity and constructiveness while exercising duties, providing
independent Judgment and risk management etc.
DIVERSITY OF BOARD OF DIRECTORS
NRC will ensure the diversity of Board of Directors is in order with
the requirement of size of the Company. Further, NRC will ensure scope
of work of Directors in the Company and portfolios which are going to
be allocated to them shall be based on diverse experience of Directors.
MEETINGS OF BOARD OF DIRECTORS:
During the year under review four Board meetings were held ON
29.05.2014, 14.08.2014,15.11.2014 and 14.02.2015. The Company held four
Board Meetings in the year as required under the Act and the gap
between two Board meetings was in compliance with the provisions
contained in the Companies Act 2013 and the Listing Agreement.
No. Of
Name of the Director Category Meetings
held
MADAN LAL Chairman and Managing 4
KHANDELWAL Director
RADHIKA KHANDELWAL Non-Executive Director 4
RAM NATH KAROL Independent Director and 4
Chairman of the Audit
Committee.
GOVERDHAN Das SETHI Independent Director and 4
Chairman of the Nomination
and Remuneration Committee
No. Of Attendance
Name of the Director Meetings at the AGM
attended
MADAN LAL 4 Yes
KHANDELWAL
RADHIKA KHANDELWAL 4 Yes
RAM NATH KAROL 4 Yes
GOVERDHAN Das SETHI 4 Yes
COMMITTEES AT BOARD LEVEL
In compliance with the Companies Act 2013 as on 31st March, 2015 the
Board has three Committee viz. Audit Committee, Nomination and
Remuneration Committee, Shareholders and Stake holders relationship
Committee. The Committees have optimum combination of Executive, Non
-Executive and/or Independent Directors. The Committees are constituted
with specific terms of reference and scope to deal with specific
matters expediently. The details of the committees constituted by the
Board are given below:
AUDIT COMMITTEE
The Audit Committee pursuant to the provisions of Section 177 of the
Companies Act, 2013 at the Board level of Company acts as a link
between the Independent Auditors, Internal Auditors, the Management and
the Board of Directors and overseas the financial reporting process.
The Audit committee interacts with the Internal Auditors, Independent
Auditors, Secretarial Auditors and reviews and recommends their
appointment and remuneration. The Audit Committee is provided with all
necessary assistance and information for enabling them to carry out its
function effectively.
The terms of references of the Audit Committee are broadly as under:
1) Overseeing of the Company's financial reporting process and the
disclosures of its financial information to ensure that the financial
statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor and the
fixation of audit fees.
3) Approval of payment to statutory auditors for any other services
rendered by them.
4) Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular reference
to:
* Changes, in accounting policies, significant adjustment made in the
financial statements arising out of audit findings.
* Disclosure of any related party transactions and qualifications in
the draft audit report.
* Compliance of listing agreement relating to financial statement.
5) Reviewing with the management the quarterly financial statements
before submission to the board for approval.
6) Reviewing, with the management, performance of statutory and
internal auditors and adequacy of the internal control systems.
7) Reviewing the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority
of the official heading department, reporting structure coverage and
frequency of internal audit.
8) Discussion with internal auditors or any significant findings and
follow up there on.
9) Discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post- audit discussion to
ascertain any area of concern.
Composition and Attendance
The Audit Committee pursuant to the provisions of Section 177 of the
Companies Act, 2013 the Board comprises of three qualified Directors
viz. Ram Nath Karol, Goverdhan Das Sethi and Radhika Khandelwal, with
majority being independent. Ram Nath Karol is the Chairman .Two of the
members are having experience in finance, law and business. During the
year under review the Audit Committee met 4 times on 29.05.2014,
14.08.2014, 15.11.2014 and 14.02.2015, to deliberate on various
matters. The Present Composition and Attendance of the Audit Committee
is as follows:
Name Category Designation
RAM NATH KAROL Non - Executive & Independent Chairman
Director
GOVERDHAN DAS Non - Executive & Independent Member
SETHI Director
RADHIKA Non - Executive Director Member
KHANDELWAL
No. of Meetings During
Name FY201 4-15
Held Attended
RAM NATH KAROL 4 4
GOVERDHAN DAS 4 4
SETHI
RADHIKA 4 4
KHANDELWAL
NOMINATION AND REMUNERATION COMMITTEE:
In compliance of Section 178 of Companies Act, 2013 the Board renamed
the Remuneration committee as "Nomination and Remuneration Committee.
Your Board has re-constituted the Nomination and Remuneration Committee
which now comprises of Goverdhan Das Sethi as Independent Director and
Chairman, Ram Nath Karol and Radhika Khandelwal as Members.
The terms of reference of the committee inter alia include Succession
planning for Board of Directors and Senior Management Employees,
identifying and selection of candidates for appointment of
Directors/lndependent Directors based on certain laid down criteria's,
identifying potential individuals for appointment of Key Managerial
personnel and other senior managerial position and review the
performance of the Board of Directors and Senior Management personnel
including Key managerial personnel based on certain criteria approved
by the Board. While reviewing the performance, the committee ensures
that the remuneration is reasonable and sufficient to attract, retain
and motivate the best managerial talents, remuneration commensurate
with the performance of individual and group and also maintains a
balance between fixed and incentive pay reflecting both short and long
term objectives of the company.
The Committee met on 29/05/2014 and reviewed the performance of the
Directors both Non-Executive and Executive Directors and also the
senior managerial personnel including Key Managerial personnel during
the year.
STAKE HOLDERS RELATIONSHIP COMMITTEE:
Stakeholders Relationship Committee performs various functions provided
under the Section 178 of the Companies Act, 2013. The Committee
comprises of three members namely Ram Nath Karol (Chairman of the
Committee), Goverdhan Das Sethi the independent Directors and Radhika
Khandelwal.
The Committee administers transfer and transmission of shares, Issue of
duplicate certificates, change of status of members, change of name,
transposition, sub-division of share certificates, consolidation of
shares, dematerialization/ rematerialization of shares. Committee meets
from time to time as per requirements of listing agreement. The
committee facilitates prompt and effective redressal of investor
complaints.
* Number of complaints received -Nil
* Number of complaints not solved to the satisfaction of
shareholders-NIL
* Number of pending share transfers-NIL
* As at 31st March, 2015 no shares were pending for transfer.
REMUNERATION OF NON- EXECUTIVE / EXECUTIVE DIRECTORS
All decisions relating to the remuneration of the Directors were taken
by the Board of Directors of the Company and in accordance with the
Share holders' approval wherever necessary.
Details for remuneration paid / to be paid to the Directors for the
year under review are as under:
Name of the Business Salary, benefits,
Director relationship bonus etc paid
with the Company during the year
2014-15
MADAN LAL Chairman & 11,75,000.00
KHANDELWAL Managing Director
RADHIKA Non-Executive 000
KHANDELWAL Director
RAM NATH KAROL Independent 000
Director
GOVERDHAN Independent 000
DAS SETHI Director
Name of the Commission Due/ Sitting fess(for
Director paid/payable for Board and its
2014-15 committees)
MADAN LAL 000 000
KHANDELWAL
RADHIKA 000 000
KHANDELWAL
RAM NATH KAROL 000 000
GOVERDHAN 000 000
DAS SETHI
DETAILS PERTAINING TO REMUNERATION
As required under Section 197(12) of the companies act, 2013 read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) 2014:
(i) The ratio of remuneration of each Director to the median
remuneration of the employees of the company for the financial
year2014-15 and
(ii) The percentage increase in remuneration of each Director, Chief
Financial Officer, CEO, Company Secretary or Manager, if any in the
financial Year.
REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS
(i) Details pertaining to remuneration as required under Section
197(12) of the companies act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) 2014:
(ii) The ratio of remuneration of each Director to the median
remuneration of the employees of the company for the financial year
2014-15 and
(iii) The percentage increase in remuneration of each Director, Chief
Financial Officer, CEO, Company Secretary or Manager, if any in the
financial Year.
Sr. Name of Director/KMP Remuneration Percentage
no and its designation to the Increase/Decrease
Director/KMP in remuneration in
for the the Financial Year
Financial Year 2014-15
2014 -15
1. Mr. M.L Khandelwal(CMD) Rs.1175000 30.55%
2. Mr. Ram Nath Karol 0 -
(Independent Director)
3. Mr. Goverdhan Das Sethi 0 -
(Independent Director)
4. Mrs. Radhika Khandelwal 0 -
5. Mr. Navneet Khandelwal Rs.900000 0%
(CEO)
6. Mr. Vikrant Khandelwal Rs.786960 0%
(Dy. CEO Admn &
Purchase)
Sr. Name of Director/KMP Ratio of
no and its designation Remuneration of
each director to
the Median
Remuneration of
Employees
1. Mr. M.L Khandelwal(CMD) 5.11
2. Mr. Ram Nath Karol 0.00
(Independent Director)
3. Mr. Goverdhan Das Sethi 0.0 0
(Independent Director)
4. Mrs. Radhika Khandelwal 0.0 0
5. Mr. Navneet Khandelwal 3.92
(CEO)
6. Mr. Vikrant Khandelwal 3.43
(Dy. CEO Admn &
Purchase)
(i) The numberof employees on the roll of the company are 16.
(ii) The median remuneration of employees (MRE) of the Company is
Rs.2.29 Lacs. The MRE for the year is increased by 3.32 % compared to
previous year.
(iii) There is no variable component in remuneration of Directors of
the Company.
(iv) The ratio of the remuneration of the highest paid director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid director during the year- None.
(v) It is hereby affirmed that the remuneration paid is as per the
remuneration policy of the company.
INDEPENDENT DIRECTORS MEETING
During the year under reference one meeting of Independent directors
was held on 28th January, 2015 in compliance with the requirement of
Schedule IV of the Companies Act, 2013. At the said meeting performance
of non-independent Directors, Board as a whole and Chairman of the
Company was reviewed.
PREVENTION OF INSIDERTRADING
The Company has adopted a code of conduct for fair disclosure and
prevention of insider trading in order to regulate and control trading
in Petroleums by Directors and designated employees of the Company. The
code requires pre-clearance for dealing in the Company shares and
prohibits the purchase and sales of Company shares by Directors and
designated employees while in possession or unpublished price sensitive
information in relation to Company and during the period of closure of
trading window.
(i) Demat/Remat of shares
No request was received for Remat during the financial year. Details of
Demat as follows;
a) Number of shares Dematerialized: 30245
b) Percentage of Shares Dematerialized as on 31st March, 2015:31.65 %
(i) Disclosures
a) There were no transactions of material nature with its related
parties that may have the potential conflict with the interest of the
company at large. Transactions with related parties are disclosed In
Note No. 35 of the financial statements.
b) There were no instances of non compliance nor have any penalties
imposed by Stock Exchanges or SEBI or any other statutory authority on
any matter related to capital market during the last here financial
years.
c) Managing Director of the company has certified to the Board with
regard to the compliance made by them in terms of Clause 49 of the
listing agreement and the certificate form part of this report.
INTERNALAUDITORS
M/s Ajay Khandelwal & Associates were appointed internal Auditors of
the Company for the year ended 31st March, 2015 under the provisions of
Companies Act, 2013 . The Company proposes to continue their services
for the year 2015-16.
VIGIL MECHANISM
In Accordance of Section 177 of the Companies Act, 2013 the Company has
constituted a Whistle Blower policy/ Vigil Mechanism to establish a
vigil mechanism for the Directors and employees to report genuine
concerns in such manner as may be prescribed and to report to the
management instances of unethical behavior, actual or suspected fraud
or violation or violation of company's code of conduct.
RISK MANAGEMENT
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risk on a regular basis to
ensure the there is a robust system of risk controls and mitigation in
place. Senior management periodically reviews the risk management. The
management however, of the view that no risk element is identified
which in opinion of the board may threaten the existence of the
company.
INTERNAL CONTROL SYSTEM
The Company has an internal control system commensurate with the size
and complexity of operations. The Company has appointed M/S Ajay
Khandelwal & Associates, Chartered accountants Jaipur as internal
auditors of the Company. The Audit committee has also taken effective
steps to review internal control system from time to time.
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and
are recommended for re- appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has obtained a declaration from independent Directors that
the said independent Director meets the criteria of independence as
mentioned in Section 149 (6), of the Companies Act,2013.
REPRESENTATION ON OBSERVATION OF SECRETARIAL AUDITOR
There were four observations found by the Secretarial Auditor during
his audit for the financial year 2014-15, which areas under:-
1. 315000 shares are pending for listing under BSE.
2. No Company Secretary and Chief Financial Officer appointed.
3. Website not showing result of current period.
4. MGT-14 relating to Unaudited Results in F.Y. 2014-15for Quarter
ending 30.06.2014,30.09.2014 was not filed.
The Board of Directors would like to express their incapability to meet
the above compliance as under: -
1. The Company has already made application and reminder mails for
listing of 315000 shares on BSE but does not take any initiative action
by it.
2. The Board of Directors have already started recruitment process for
appointment of Company Secretary and Chief Financial Officer but still
not able to find any suitable candidates for these posts. But assure
that it will not create adverse impact on the company as well as
shareholders and company will appoint them shortly.
3. The Board of Directors have already appointed IT Technician and
updated the website but due to some problem website had not been
updated on that time but now information are updated and available on
website.
4. The Board of Directors had lack of knowledge in First and Second
Quarter of Financial Year of New Companies Act, 2013 and its Rules,
Regulations, Notification, Circulars and compliances relating to
Registrar of Companies, due to that the forms was not filed for that
period but now everything is lined up and is up to date.
The Board of Directors would also like to assure its shareholders that
the above non-compliances by the company would not have any adverse
effects on the shareholders and their shareholding and the company will
take care that such above non-compliances should not happen in future.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS REQUIRED UNDER SECTION 134(3)(m)
OF THE COMPANIES ACT, 2013:
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
POWER & FUEL CONSUMPTION
Unit 2014-2015 2013-2014
i) Electricity own generation
by D.G. Set Units KWH 15963 11998
Unit per Ltr. of Diesel Oil KWH 0.270 0.276
Cost/Unit Rs. 11.80 12.20
ii) Fuel Oil(Diesel/LDO/FO/GO)
Quantity Ltr. 128553 201674
Total Amount Rs. 7269690 11505503
Average Rate/Unit Rs. 56.55 57.05
iii) Consumption per Unit of
production (Lubricating Oils)
Fuel Oil Ltr. 0.038 0.036
TECHNOLOGY ABSORPTION
The Research and Development Department of the Company is dedicated to
develop environment- friendly processes and introduces new formulations
for lubricants from time to time.
FORIGN EXCHANGE
During the year under review the income in foreign exchange was
Rs.5,24,104.00 and the out go on purchase of lubricants was
Rs.3,34,46,295.00
ACKNOWLEDGMENT
The Board would like to place on record its sincere appreciation to all
the employees for their continued efforts towards the growth of the
company. The Board also wishes to place on record the support extended
by its Bankers and the trust reposed in it by its shareholders.
For and on behalf of the Board of Directors,
PLACE: JAIPUR M. L .KHANDELWAL
DATE: 30-May, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors are pleased to present 28thAnnual Report together with
Audited Statement of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs.in Lacs)
2013-2014 2012-2013
Sales 2482.29 1988.36
Other Income 262.96 330.07
Gross Profit before Interest,
Depreciation & Adjustments 115.36 132.51
Interest 13.53 18.64
Depreciation 16.31 14.87
Net Profit/ (Loss) before tax 85.52 99.00
Net Profit/(Loss) after tax 51.66 69.76
Balance of Profit/(Loss)Brought -
forward from last year 202.20 132.43
Balance carried forward to Balance Sheet 253.86 202.19
DIVIDEND
Your Directors have decided not to pay dividend for the year 2013-2014
due to requirement of working capital for expansion programme.
OPERATIONS
It is appreciable to note that the company has achieved a higher
turnover of Rs. 2482.29 Lacs as against Rs. 1988.36 Lacs in the
previous year, recording 24.84% increase. The income from Hazardous
Waste Management activities etc. has decreased from Rs. 330.07 Lacs to
Rs. 262.47 Lacs as compared to previous year. The Net Profit was Rs.
51.66 Lacs as compared to net profit of Rs. 69.76 Lacs in the previous
year.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the parameters of
prevailing Indian laws. The company expects reasonable growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has successfully installed plant for
production of transformer oil. Company has also started sale of
lubricants in Southern part of India.
FIXED DEPOSITS
The Company has not accepted any deposits from public which are covered
under Section 58A of the Companies Ac,1956
DIRECTORS
Smt. Radhika Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting. Shri
Ram Nath Karol & Shri G.D. Sethi are proposed to be appointed
independent Director of five years under the provisions of Companies
Act,2013
SHARE CAPITAL
The Company had issued 315000 convertible warrants in the year 2010-11
out of which all the 315000 warrants are
converted in 315000 equity shares.However,the listing permission of
aforesaid shares is stell pending withe Mumbai
Stock Exchnage
COMPLIANCE CERTIFICATE
Secretarial compliance certificate received from M/S C.M.Bindal &
company .Company Secretaries. Jaipur under
Section 383 A of the companies Act, 1956 is annexed herewith and bears
the part of Directors report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March,
2014.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2014 on a going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
TECHNOLOGY ABSORPTION
The R&D Department of the Company is dedicated to develop
environment-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE
During the year under review the income in foreign exchange was nil.
and out go on purchase of lubricants was Rs. 13310769/-
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment.
EMPLOYEES
Information under Section 217(2A) of Companies Act, 1956 read with
Companies (particulars of employees) Rules, 1975 as amended:-
None of the employees was in receipt of remuneration beyond the limits
prescribed under aforesaid rules.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
Registered office By Order of Board of Directors
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
M.L.Khandelwal
Dated 29th May, 2014 Chairman and Managing Director
Mar 31, 2013
The Directors are pleased to present 27th Annual Report together with
Audited Statement of Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs. in lacs)
2012-2013 2011-2012
Sales 1988.36 1487.49
Other Income 330.07 434.94
Gross Profit before Interest,
Depreciation & Adjustments 132.51 132.94
Interest 18.64 8.48
Depreciation 14.87 12.12
Net Profit/ (Loss) before tax 99.00 112.34
Net Profit/(Loss) after tax 69.76 78.64
Balance of Profit/(Loss) Brought
forward from last year 132.43 53.79
Balance carried forward to Balance Sheet 202.19 132.43
DIVIDEND
Your Directors have decided not to pay dividend for the year 2012-2013
due to requirement of working capital for expansion programme.
OPERATIONS
It is appreciable to note that the company has achieved a higher
turnover of Rs. 1988.36 Lacs as against Rs. 1487.49 Lacs in the
previous year, recording 33.67% increase. The income from Hazardous
Waste Management activities etc. has decreased from Rs. 434.94 Lacs to
Rs. 330.07 Lacs as compared to previous year. The Net Profit was Rs.
69.76 Lacs as compared to net profit of Rs. 78.64 Lacs in the previous
year.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the parameters of
prevailing Indian laws. The company expects reasonable growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has already completed the
installation of underground tanks & blending tanks for production of
Petroleum products of A.B.& C class for which statutory permissions
have been received. It is expected that production of industrial
solvents, lacquers etc will start during the current year which will
lead to enhancement of profit of the Company.
FIXED DEPOSITS
The Company has not accepted any deposits from public which are covered
under Section 58A of the Companies Ac, 1956
DIRECTORS
Smt. Radhika Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting.
SHARE CAPITAL
The Company had issued 315000 convertible warrants in the year 2010-11
out of which all the 315000 warrants are converted in 315000 equity
shares. However, the listing permission of aforesaid shares is still
pending with Mumbai Stock Exchange
COMPLIANCE CERTIFICATE
Secretarial compliance certificate received from M/S C.M.Bindal &
company .Company Secretaries. Jaipur under Section 383 A of the
companies Act, 1956 is annexed herewith and bears the part of Directors
report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March,
2013.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2013 on a going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
TECHNOLOGY ABSORPTION
The R&D Department of the Company is dedicated to develop
environment-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE
During the year under review the income in foreign exchange was nil.
and out go on purchase of lubricants was Rs 5401118/-
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment.
EMPLOYEES
Information under Section 217(2A) of Companies Act, 1956 read with
Companies (particulars of employees) Rules, 1975 as amended:-
None of the employees was in receipt of remuneration beyond the limits
prescribed under aforesaid rules.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
Registered office By Order of Board of Directors
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
M.L.Khandelwal
Dated 30th May, 2013 Chairman and Managing Director
Mar 31, 2010
The Directors are pleased to present 24th Annual Report together with
Audited Statement of Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs. in Lacs)
2009-2010 2008-2009
Sales 841.13 757.92
Other Income 256.03 233.32
Gross Profit before Interest,
Depreciation & Adjustments 92.49 78.27
Interest 7.40 6.82
Depreciation 6.54 22.07
Net Profit/ (Loss) before tax 78.55 49.38
Net Profit/(Loss) after tax 50.84 35.06
Add: Balance of Profit/(Loss)Brought -
forward from last year (57.99) (93.05)
Balance carried forward to Balance Sheet (7.15) (57.99)
DIVIDEND
Your Directors have decided not to pay dividend for the year 2009 -
2010 due to heavy losses incurred in past years.
OPERATIONS
It is heartening to note that the company has achieved a higher
turnover of Rs.841.13 Lacs as against Rs.757.92 Lacs in the previous
year, recording 10.98% increase. The income from Hazardous Waste
Management activities etc. has increased from Rs.233.32 Lacs to
Rs.256.03 Lacs as compared to previous year. The Net Profit was
Rs.50.84 Lacs as compared to net profit of Rs.35.06 Lacs in the
previous year. The accumulated losses of the company are almost wiped
out.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the provisions of HW
(MH&TM) Rules as amended. The company expects attractive growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has already completed the
installation of underground tanks & blending tanks for production of
Petroleum products of A, B & C class for which statutory permissions
are shortly expected. With commissioning of this plant, the Company
expects good business and related performance growth in marketing of
Industrial solvents, Lacquers, Rubber chemicals, thinners etc.
DIRECTORS
Smt. Bhagwati Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting. Shri
Madan Lai Khandelwal, Managing Director of the Company has also been
appointed Chairman of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March
2010.
3. That the Directors have taken proper and suficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the director have prepared the Annual Accounts for the
financial year ended 31st March 2010 on going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy plant.
TECHNOLOGY ABSORPTION
The R & D Depatment of the company is dedicated to develop
environ-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE expenditure in foreign exchange was
During the year under review the income in foreign exchange was NIL &
The expenditure in foreign exchange was Rs. 7,79,544/-.
AUDITORS
M/s R.P. Khandelwal & Assosiates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting, being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment
EMPLOYEES
Information under Section 217(2A), of Companies Act, 1956 read with
Companies (particuiars of employees) Rules, 1975 as amended:-
None of the employess was in receipt of remuneration beyond the limits
prescribed as per aforesaid rules.
ACKNOWLEDGMENT
Your Diectors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
By order of Board of Directors
M.L.Khandelwal
Chairman and Managing Director
Registered office
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
Dated 29th May 2010