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Directors Report of Creative Castings Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 30th Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

For the For the year Particulars year ended ended 31-03-15 31-03-44 (Rs.) (Rs.)

Gross Profit before Interest, 2,61,86,773 4,11,35,527

Depreciation and Taxation

LESS: Interest 3,14,466 39,498

LESS. Interest

Profit before Depreciation 2,58,72,307 4,10,96,029

LESS: Depreciation 52,17,122 75,05,259

Profit Before Tax 2,06,55,185 3,35,90,770

LESS : Provision for Taxes

- Current Tax 39,84,000 66,50,000

- Deferred Tax/ (Credit) 9.12,878 11,06,712

48.96.878 77.56,712

1,57,58,307 2,58,34,058

Profit after Tax j 7,78.02.718 5,87.70,998

Surplus B/F from last year 9,35,61,025 8,46,05,056

Profit available for appropriation

APPROPRIATIONS

1) Adjustment relating to fixed assets 155346 0

2) Proposed Dividend @10% (Previous year 25% interim) 13,00,000 32,50,000

3) Provision for tax on the above dividend 2,64,649 5,52,338

4) General Reserve 16,00,000 30.00.000

BALANCE C/F TO BALANCE-SHEET 9,02,41.030 7.78.02.718

COMPANY'S PERFORMANCE & AFFAIRS:

Performance highlights of the Company:

* Operational revenue of the Company is decreased by 22.79 percent as compared to previous financial year;

* Similarly, aggregate expenditure of the Company also decreased by 22.54 percent compared to previous financial year;

* PBDIT considerably reduced by 36.34 percent as against the previous financial year;

* PAT also reduced by 61% against the previous financial year

During the FY 2014-15 the Company has performed reasonably wen against the overall industries performance. The Company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in the benefit of the company.

Company has upgraded its machinery by installing Autoclave Machinery resultant enhancement of production capacity from 50 M.T. to 70 M.T. per month.

No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

The Company was exclusively listed on OTC Exchange of India ('the Stock Exchange'), however, pursuant to letter no. 0020/LSTG/14-15/0421 of the Stock Exchange dated January 13, 2015 the Company was migrated to Dissemination Board of BSE. According to reference made in the stated letter with respect to Clause 3.2 of SEBI Circular dated 30th May, 2012 "Companies failing to list on other stock exchange, will cease to be a listed company and shall be moved to the Dissemination Board by the existing Stock Exchange" hence virtually status of the company considered as Company ceased to Listed considering the terminology used in the stated letter.

DIVIDEND & TRANSFER TO RESERVE:

During the FY 2013-14, the Board had declared interim Dividend 25% (Rs. 2.50 per equity share). Considering the reduction of sales, profit etc. your Directors have recommended 10% (Re. 1.00 per equity share) as final Dividend for the financial year ended 31st March, 2015 subject to approval of members at forthcoming 30th Annual General Meeting.

The Company has paid Rs. 5,52,338/- as Dividend distribution Tax on the interim Dividend declared during the FY 2013-14 and made provision of Rs. 2,64,649/- to mitigate taxes on the proposed Divided, if declared, for the financial year ended on 31st March, 2015.

During the FY 2014-15, the Company has transferred Rs. 16,00,000/- into General Reserves of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the Annual Accounts on a going concern basis; and

(v) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) Mr. N. C. Vadgama, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

b) Mr. J. S. Thanki, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

c) Mr. P. S. Thanki, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

d) Your Company has appointed Mr. Ashok Shekhat, as Chief Financial Officer of the Company during the year under review.

AUDITORS AND THEIR REPORT:

SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. We recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

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

The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - I.

INTERNAL FINANCIAL CONTROL:

The Company has devised proper system of internal financial control, Even, the Board has appointed Mr. J. M. Upadhyay being employee of the Company as an Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year.

CONTRACTS AND ARRANGEMENT WITH RELATED PARITIES:

All Contracts / Arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis. During the financial year the company was not entered into Contracts / Arrangements / transactions with related parties except remuneration paid to relatives of Directors. Particulars of related party transactions described in Form AOC-2 are annexed herewith as Annexure - II.

RISK MANAGEMENT:

Your Company has not set-up separate risk management Committee or policy thereon, however, your Management, from time-to-time, identify, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

MEETING OF THE BOARD:

6 (Six) meetings of the Board were held during the financial year on 5th April, 2014, 29th May, 2014, 24th June, 2014, 30th July, 2014, 21st October, 2014 and, 29th January, 2015.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure - III

CERTIFICATES

The Company possessed the following certificates.

(1) ISO 9001:2008 , (2) ISO 14001 , (3) BS OHSAS 18001, (4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded 'Well Known Foundry'

OTHER INFORMATION:

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There is no need to appoint independent Director/s on the Board, hence, need not required to give any statement on declaration received from independent Director/s u/s. 149(6) of the Companies Act, 2013;

2. The Company has not formulated any policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub-section (3) of section 178;

3. Pursuant to vide letter no. 0020/LSTG/14-15/0421 of the Stock Exchange dated January 13, 2015, your company ceased to Listed, hence, no need to appoint Secretarial Auditor to get secretarial records audited and obtain Secretarial Audit report pursuant to Section 204 of the Companies Act, 2013;

4. Company has not provided Loans, Guarantees or made Investment pursuant to Sec.186 of the Companies Act, 2013;

5. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

6. The sub-clause (p) of sub-section (3) of Section 134 is not applicable to Company, hence, no need to address statement on performance evolution of Board and Committees of the Company;

7. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

8. The Company has not accepted deposits covered under Chapter V of the Act;

9. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

10. Since the Company having paid-up capital less than the threshold provided under Clause 49 of the Listing Agreement, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report.

INSURANCE : All moveable and fixed Assets are adequately insured.

HUMAN RESOURCES

The high level of motivation of the employees and their identification with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Company's corporate culture based on fairness and team spirit.

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review.

PLACE: JUNAGADH BY ORDER OF THE BOARD DATE : 30/05/2015 For Creative Castings Ltd

(Dhirubhai H. Dand) Chairman DIN ; 00416724


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts of the Compan for the Year ended 31st March 2014.

FINANCIAL RESULTS

Particulars For the year For the year ended ended 31-03-14 31-03-13 (Rs.) (Rs.)

- Gross Profit before Interest,

Depreciation and Taxation 4,11,35,527 3,69,05,969

LESS: Interest 39,498 1,37,895

Profit before Depreciation 4,10,96,029 3,87,68,074

LESS: Depreciation 75,05,259 73,85,731

Profit Before Tax 3,35,90,770 3,13,82,343

LESS : Provision for Taxes

- Current Tax 66,50,000 90,00,000

- Deferred Tax/ (Credit) 11,06.712 (15,66.530)

77,56,712 74,33,470

Profit after Tax 2,58,34,058 2,39,48,873

Surplus B/F from last year 5,87,70,998 4,99,89,605

Profit available for appropriation 8,46,05,056 7,39,38,478

APPROPRIATIONS

1) Proposed Dividend @25% (Previous year 80%) 32,50,000 1,04,00,000

2) Provision for tax on the above dividend 5,52,338 17,67,480

3) General Reserve 30,00,000 3o,oo,oOO

BALANCE C/F TO BALANCE-SHEET 7,78,02,718 5,87,70.998

PERFORMANCE:

Performance of the company during the year under review was considerably good. The Turnover has decreased from Rs. 31,31,36,695 to Rs. 27,49,96,975 as compared to previous year. Similarly the export sales figure was decreased to Rs. 13,46,26,137 in current year and it was Rs. 16,72,58,254 in previous year.

During the year under review the overall profit is good. The Company is starving for the orders during F.Y. 2014-15 because of over all recession in domestic as well as export market. The current financial year 2014-15 will remaining disappointing due to inadequate orders from various parties.

DIVIDEND:

In order to conserve financial resources for better performance in slack period, the Board of Directors had not recommended Final Dividend for the Financial Year 2013-14 and requested to members to consider Interim Dividend as final one.

OPERATION:

During the FY 2013-14 the Company has performed reasonably good. The company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in the benefit of the company. However the present condition of the overall world market is sluggish and therefore we anticipate to get disappointing response for the F.Y. 2014-15.

DIRECTORS' RESPONSIBILITYS STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

a) Shri D. H. Dand Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

b) Shri S. M. Thanki Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

c) Shri V. R. Vaishnav Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

AUDITORS:

SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting arid being eligible, offer themselves for re-appointment. We recommend their re-appointment They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139(1) of the Companies Act, 2013.

COMPLIANCE CERTIFICATE:

Compliance certificate u/s 383A of the Companies Act, 1956 has been obtained from M/s. M. Buha & Co., Practicing Company Secretary and the same has been annexed herewith.

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

The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF THE EMPLOYEES:

The Company did not paid such remuneration to any employee of the company which is exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 hence a statement giving information and particulars of the employees as required u/s 217 (2A) is not required to mention.

INDUSTRAIL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposit from the public falling under Section 58A & 58AA of the Companies Act, 1956.

CERTIFICATES

The Company possessed the following certificates.

(1) ISO 9001:2008, (2) IS014001, (3)BSOHSAS 18001,

(4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified, (5) IBR Awarded 'Well Known Foundry

INSURANCE

All moveable and fixed Assets are adequately insured.

HUMAN RESOURCES

The high level of motivation of the employees and their identification with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Company's corporate culture based on fairness and team spirit.

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review.

FOR AND ON BEHALF OF BOARD

PLACE : JUNAGADH (R. R. Bambhania) (S. V. Vaishnav) DATE : 29/05/2014 Mg. Director Exe. Director


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March 2013.

FINANCIAL RESULTS For the Year for the Year 2012-13 2011-12. Rs. Rs.

Gross Profit before Interest, Depreciation and Taxation 3,89,05,969 3,96,13,087

Less: Interest 1,37,895 10,13,029

Profit before Depreciation 3,87,68,074 3,86,00,058

Less: Depreciation 73,85,731 70,13,086

Profit before Tax 3,13,82,343 3,15,86,972

Less: Provision for Taxes

-Current Tax 90,00,000 92,50,000

- Deferred Tax (15,66,530) (12,84,153)

74,33,470 79,65,847

Profit after Tax 2,39,48 873 2,36,21,125

Surplus B/F From last year 4,99,89,605 3,69,22,943

Profit available for appropriation 7,39,38,478 6,05,44,068

APPROPRIATIONS:

1) Proposed Dividend @ 80% (Previous year 50%) 1,04,00,000 65,00,000

2) Provision for tax on the above dividend. 17,67,480 10,54,463

3) General Reserve 30,00,000 30,00,000

Balance C/F to next year.... 5,87,70,998 4,99,89,605

PERFORMANCE:

Performance of the company during the year under review was considerably grown up. The Turnover has increased from Rs. 29,64,00,042 to Rs. 31,31,36,695 as compared to previous year. Similarly the export figure was Rs. 9,45,00075 in previous year is become nearest to double and reaches to Rs. 16,72,58,254

During the year under review the over all profit is good. The Company is in hope to attain new heights during the financial year 2013-2014.

DIVIDEND:

This year, the Board of Directors had recommended highest Dividend of Rs. 8.00 (Tax Free ) per Equity share for the year ended on 31st March, 2013. [ Previous Year Rs. 5.00 (Tax Free) per Equity Share ] and the said Dividend shall be paid to those members whose names appear on the register of member of the company on record date i.e. 9/08/2013.

OPERATION:

The Management of Company is in view of to make drastic change in the management of the Company by introducing experienced and qualified directors on the Board thus your Directors are hopeful for the better performance for the current financial year 2013-14 and the company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in the benefit of the company. The export sales is increasing from year to year, and hope for the better exports during the F.Y. 2013-14.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Mr. N. C. Vadgama Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Mr. Rajan R. Bambhania Managing Director of the Company, whose term of office was ended on 31st May, 2013. Subsequently the Company has executed fresh agreement for his reappointment as a Managing Director of the Company for a period of Three Years commencing from 1st June, 2013 subject to the consent of the Members at the ensuing Annual General Meeting of the Company.

Shri D. H. Dand being director and shareholder of the Company has recommended for the candidatures for appointment of Mr. Hiren N. Vadgama, Mr. Jignesh S. Thanki, Mr. Pinak S. Thanki and, Dr. P. M. Nadpara as a director of the Company at this ensuing Annual General Meeting by giving notice to the Company pursuant to Section 257 of the Companies Act, 1956. (the material facts about the directors are set-out in the explanatory statement annexed with the Notice)

AUDITORS:

SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. We recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE:

Compliance certificate u/s 383A of the Companies Act, 1956 has been obtained from M/s. M. Buha & Co., Practicing Company Secretary and the same has been annexed herewith.

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

The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF THE EMPLOYEES:

The Company did not paid such remuneration to any employee of the company which is exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956 hence a statement giving information and particulars of the employees as required u/s 217 (2A) is not required to mention.

INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year.

PUBLIC DEPOSITS

During the year, your Company has not accepted any deposit from the public falling under Section 58A & 58AAof the Companies Act, 1956.

CERTIFICATES

The Company possessed the following certificates and an audit for the ISO 14001 & OHSAS 18001 is successfully conducted and now the company is eligible to get both the Certificates.

(1) ISO 9001:2008

(2) RED 97/23/EC &AD2000 MERKBLATTW0 Certified

(3) IBRA warded 'Well Known Foundry'

INSURANCE

All moveable and fixed Assets are adequately insured.

COST COMPLIANCE REPORT

Company has already appointed the Cost Auditors' firm namely M/s. Mitesh Suvagiya & Co. for issuance of Cost Compliance Report. The Firm has issued the Report for the F.Y. 2011 -12 on 25/12/2012 and due date for the same was 28/02/2013. So far as the immediate Financial Year is concern, the company has yet to be receive the same however presently last date for issuance is 27/09/2013 subject to further notification issued by Government in this regards.

HUMAN RESOURCES

The high level of motivation of the employees and their identification with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Company's corporate culture based on fairness and team spirit.

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review.

FOR AND ON BEHALF OF BOARD

PLACE : JUNAGADH (Dhirubhai H. Dand) DATE : 27/05/2013 CHAIRMAN


Mar 31, 2012

Dear Members (Rs. in Thousands)

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March 2012.

FINANCIAL RESULTS For the Year for the Year 2011-12 2010-11 Rs. Rs.

Gross Profit before Interest, Depreciation and Taxation 39613 16317

Less: Interest 1013 169

Profit before Depreciation 38600 16148

Less: Depreciation 7013 6912

Profit before Tax 31587 9236

Less : Provision for Taxes

- Current Tax 9250 2274

- Deferred Tax (1284) (324)

7966 1950

Profit after Tax 23621 7286

Surplus B/F From last year 36923 34179

Profit available for appropriation 60544 41465

APPROPRIATIONS:

1) Proposed Dividend @ 50% (Previous year 20%) 6500 2600

2) Provision for tax on the above dividend. 1054 442

3) General Reserve 3000 1500

Balance C/F to next year.... 49990 36923

PERFORMANCE:

Performance of the company during the year under review was satisfactory. The Turnover has increased from Rs. 186219 Thousand to Rs. 296400 Thousand, as compared to previous year.

During the year under review the over all profit is good. We are hopeful that we shall be able to do better during the financial year 2012-2013.

DIVIDEND:

The Board of Directors had recommended Dividend of Rs. 5.00 ( Tax Free ) per Equity share for the year ended on 31st March, 2012. ( Previous Year Rs. 2.00 [ TAX FREE] per Equity Share ) and the said Dividend shall be paid to those members whose names appear on the register of member of the company on record date.

OPERATION:

Your Directors are hopeful for the better performance for the current financial year 2012-13 and the company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in the benefit of the company. The export sales is increasing from year to year, and hope for the better exports during the F.Y. 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Shri V. R. Vaishnav Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

Shri D. H. Dand Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

AUDITORS:

SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. We recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE:

Compliance certificate u/s 383A of the Companies Act, 1956 has been obtained from Mr. Chetan D.Shah, Practicing Company Secretary and the same has been annexed herewith.

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

The requirements for disclosure of particulars with respect to conservation of energy is not applicable to the Company. A statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF THE EMPLOYEES:

Since no Employee has received remuneration in Excess of limit mentioned under Section 217(2A) of the Companies Act, 1956. The particulars required under Section 217 (2A) of the Companies Act, 1956, read with the companies (particulars of Employees) Rules 1975, need to be not furnished.

INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year.

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review.

FOR AND ON BEHALF OF BOARD

PLACE: JUNAGADH (Dhirubhai H. Dand) DATE : 28/06/2012 CHAIRMAN


Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the Year ended 31 st March 2011.

FINANCIAL RESULTS For the Year for the Year

2010-11 2009-10 Rs. Rs.

Gross Profit before Interast,Depreciation and Taxation 16317553 17000485

Less: Interest 169436 69464

Profit before Depreciation 16148117 16931021

Less: Depreciation 6912166 6817381

Profit before Tax 9235951 10113640

Less : Provision for Taxes

-Current Tax 2274000 1993000

-Deferred Tax (323953) (1549390)

1950047 44361C

Profit after Tax 7285904 9670030

Less: Prior period item 0 1003104

7285904 8666926

Surplus B/F From last year 34178908 32059723

Profit available (or appropriation 41464812 40726649

APPROPRIATIONS:

1) Proposed Dividend @ 20% (Previous year 30%) 2600000 3900000

2) Provision for tax on the above dividend. 441870 647741

3) General Reserve 1500000 2000000

Balance C/F to next year.... 36922942 34178908

PERFORMANCE:

Performance of the company during the year under review was satisfactory. The Turnnover has increased from Rs.1435.34 lacs to Rs. 1885,84 lacs as compared to previous year.

During the year under review the over all profit is good but the operational Profit is reducing. The operational profit is low compared to previous year and he, because of many reason such as over all global recession, tow order receiving, low proroduction and substantial reduction in sales price and increasing raw material cost.

All above were beyond the control of the management. However the situation is improving and wa are hopeful that wo shali Lie able to do something better during the financial year 2011-2012.

DIVIDEND:

The Board of Directors had recommended Dividend of Rs.2.00 (Tax Free) per Equity share for the year ended on 31st March, 2011. (Previous Year Rs. 3.00 [TAX FREE] per Equity Share) and the said Dividend shall he paid to those members whose names appear on the register of member of Ihe company on record date.

OPERATION:

Your Directors are hopeful for the belter performance for the current financial year 2011 -12 and the company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in tire benefit of the company,

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

(II) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

Shri N. C. Vadgama Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

Shri S. M.Thanki Director of the Company is liable to retire by rotation at the forlhcoming Annual General Meeting and being eligible offer himself for reappointment,

AUDITORS:

SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. We recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 224 (IB) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE:

Compliance certificate u/s 383A of the Companies Act, 1956 has been obtained from Mr. Chetan D.Shah, Practicing Com- pany Secretary and the same has been annexed herewith.

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

The reguirements for disclosure of particulars with respect to conservation of energy is not applicable to the Company. A statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is annexed hereto and forms part oi this Report.

PARTICULARS OFTHE EMPLOYEES:

Since no Employee has received remuneration in Excess of limit mentioned under Section 217(2A) of the Companies Act, 1956. The particulars required under Section 217 (2A) of the Companies Act, 1956, read with the companies (particulars of Employees) Rules 1975, need to be not furnished,

INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year.

APPRECIATION:

Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review.

FOR AND BEHALF OF BOARD

PLACE :JUNAGADH (Dhirubhai H. Dand) DATE : 28/05/2011 CHAIRMAN