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Directors Report of DIL Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 62nd Annual Report along with the Audited financial statements for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS (Amount - in Lakhs)

Stand alone results 2013-2014 2012-2013

Total Revenue 1,521.91 1,806.36

Total Expenditure 1,090.63 895.36

Profit before Interest, Depreciation and Tax (''EBIDTA'') 431.28 910.73

Financial Cost 4.90 21.41 Depreciation and Amortization Expense 224.57 225.04

Interest Income (4.73) -

Profit before tax (''PBT'') 206.54 664.28

Less : Provision for tax (including deferred tax) 64.38 130.26

Profit after tax (''PAT'') 142.16 534.02

Balance brought forward 3,912.55 4,033.53

Balance for appropriations 4,054.71 4,567.55 Appropriations

Interim Dividend 171.99 343.98

Proposed Dividend 57.33 171.99

Dividend Distribution Tax 38.97 85.03

Transfer to General Reserve 15.00 54.00

Balance in Statement of Profit and Loss 3,771.42 3,912.55

4,054.71 4,567.55 Consolidated results

Total Revenue 14,137.47 11,834.50

Total Expenditure 11,290.06 9,388.04

Profit before Interest, Depreciation and Tax (''EBIDTA'') 2,847.41 2,446.46

Financial Cost 530.54 501.79

Depreciation and Amortization Expense 984.10 939.56

Interest Income (4.73) (5.04)

Profit before tax (''PBT'') 1,337.50 1,010.15

Less : Prior period amortization expense (102.83) -

Less : Provision for tax (including deferred tax) 339.05 367.15

Profit after tax (''PAT'') 1,101.28 643.00

Minority interest (225.50) (30.01)

Share of interest in profit/(loss) of associates (87.91) (197.08)

Net Profit 787.87 415.91

Balance brought forward 5,587.59 5,826.68

Balance for appropriations 6,375.46 6,242.59 Appropriations

Interim Dividend 171.99 343.98

Proposed Dividend 57.33 171.99

Dividend Distribution Tax 38.97 85.03

Transfer to General Reserve 15.00 54.00

Balance in Statement of Profit and Loss 6,092.17 5,587.59

6,375.46 6,242.59

RESULTS FROM OPERATIONS

During the year under review, the Company on a Standalone basis, recorded a revenue of Rs. 1,521.91 lakhs, (Previous year Rs. 1,806.36 lakhs). The profit before tax for the year under review was Rs. 206.54 lakhs (previous year Rs. 664.28 lakhs) and profit after tax was Rs. 142.16 lakhs for the year under review as against Rs. 534.02 lakhs in the previous year.

The Company on a consolidated basis recorded a revenue of Rs. 14,137.47 lakhs in the financial year 2013-2014 (Previous year Rs. 11,839.50 lakhs). The profit after tax was Rs. 1,101.28 lakhs as against Rs. 643 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs. 7.50 per equity share of Rs. 10 each (75%) for the financial year 2013-14. Your Directors also recommend a final dividend of Rs. 2.50 per equity share of Rs. 10 each (25%) for the year ended March 31, 2014, subject to the approval of the Members at this Annual General Meeting.

TRANSFER TO RESERVE

Your Directors propose to transfer Rs. 15 lakhs to General Reserve out of Rs. 4,054.71 lakhs i.e. the amount available for appropriations. An amount of Rs. 3,771.42 lakhs is proposed to be retained in the Statement of Profit and Loss for the financial year 2013-14.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statements of the Company for the financial year 2013-14 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited; its Joint Venture company, VasKo Glider s.r.o.; and associate companies, Health and Wellness India Private Limited and Zela Wellness India Private Limited.

INTERNAL CONTROL SYSTEMS

The Company has adopted an internal control system commensurate with its size, nature of operations, reporting(s) and compliance with applicable laws and regulations. The Internal Audit is conducted by an independent Chartered Accountant firm.

The Company has a well staffed, experienced and qualified Finance Department who play an important role in implementing and monitoring the internal control environment and compliance with statutory requirements. The Audit Committee and the Board of Directors review the report(s) of the independent Internal Auditor at regular intervals on the adequacy and effectiveness of Internal Control system and suggest ways to improve it.

HUMAN RESOURCES

The year 2013-2014 was focused on Organisation Development (OD) interventions and retention programmes across levels.

The developmental interventions include Personal Profile Analysis and Human Job Analysis using behaviour assessment tools from Thomas Assessments, which facilitated an initial level of competency mapping for each job role.

Various retention & benefits strategies were initiated to maintain attrition levels as per industry standards. Compensation & Benefits surveys were also conducted to facilitate industry benchmarking. The team now looks forward to strengthen OD interventions and introduce Executive Development Programmes through IIMs for the senior management. As on March 31, 2014, the employee strength stands 45 for the Company and 283 for the other group companies.

Information as per Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, forming part of the Directors'' Report for the year ended March 31, 2014 is given as an Annexure to this report.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

DIRECTORS

Ms. Rajeshwari Datla (DIN: 00046864), Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. G. G. Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare were appointed as Directors since November 29, 2001, April 28, 2007 and June 18, 2009 respectively. In accordance with the erstwhile provisions of the Companies Act, 1956, office of Mr. Sanjay Buch and Mr. Vinayak Hajare as Non Executive Directors of the Company was liable to retire by rotation. However, Mr. G. G. Desai being the Chairman was not liable to retire by rotation as per the relevant provisions of the Articles of Association of the Company. Mr. G. G. Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare are presently the independent directors of the Company as per the provisions of the Listing Agreement.

In view of above and as per the provisions of the Companies Act, 2013, and Rules made thereunder, read with Clause 49 of the Listing Agreement, the Independent Directors will hold office for a period of five consecutive years. Accordingly, it is proposed to appoint Mr. G.G Desai, Mr. Sanjay Buch and Mr. Vinayak Hajare as independent directors for a period of five consecutive years effective from April 1, 2014, not liable to retire by rotation.

Brief profile of the Directors proposed for appointment at the Annual General Meeting is provided at page nos. 19 and 20 of this Annual Report.

AUDITORS

The Company has received a letter from S. R. Batliboi & Associates LLP, Chartered Accountants expressing its unwillingness to continue as the statutory auditors of the Company upon the conclusion of the next Annual General Meeting of the Company. A Special Notice under Section 1 40(4) read with Section 1 1 5 of the Companies Act, 2013 has been received by the Company from a Member proposing appointment of SRBC & Co. LLP Chartered Accountants (SRBC & Co LLP) as Statutory Auditors in place of S.R. Batliboi & Associates LLP, Chartered Accountants, the retiring Statutory Auditors. The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.

SRBC & Co. LLP has expressed its willingness and confirmed its eligibility under the provisions of Companies Act, 2013, the Chartered Accountants Act, 1949, rules and regulations made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) the annual accounts for the financial year ended March 31, 2014 have been prepared on a ''going concern'' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Statement of Profit and Loss, Balance Sheet and other reports of the subsidiary companies will not be attached to the financial statements of the Company for the financial year 2013-2014. A statement containing the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual financial statements of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial statements of the subsidiary companies will be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries, Joint Venture and associate companies prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section

21 7(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 34 to the Financial Statements.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance along with the Corporate Governance Certificate issued by V N Deodhar & Co, Practicing Company Secretaries, forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Continuing with the legacy of practicing CSR activities of our founder members, your Company has been committed to the cause of CSR for many years. Over the years, the CSR activities have diversified and expanded into new communities and in turn benefitted more and more stakeholders. Today your Company firmly believes that corporate citizens have a vital role to play in empowering and enriching the communities and its stakeholders.

The Board of Directors of the Company pursuant to the provisions of Section 1 35 of the Companies Act, 2013 (Act) read with Companies (CSR Policy) Rules, 2014, has constituted a Corporate Social Responsibility (CSR) Committee of the Board with effect from May 30, 2014.

Based on CSR Committee recommendations, the Board of Directors of the Company approved the 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.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, consultants, service providers, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward- looking statements'' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.

Notes:

1. The gross remuneration shown above is subject to tax, and comprises salary, allowances, monetary value of perquisites as per income tax rules and the Company''s contribution to provident fund and gratuity fund.

2. The above employment is contractual in nature.

For and on behalf of the Board of Directors

G. G. Desai Chairman

Thane, August 12, 2014 Registered Office : ''DIL'' Complex, Ghodbunder Road, Majiwada, Thane (West) - 400 610.


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 61st Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS (Amount - Rs.in Lakhs)

Stand alone results 2012-2013 2011-2012

Total Revenue 1,806.36 2,752.00

Total Expenditure 895.36 744.16

Profit before Interest, Depreciation and Tax (''EBIDTA'') 910.73 2,007.84

Financial Cost 21.41 7.45

Depreciation and Amortization Expense 225.04 170.98

Interest Income - 11.40

Profit before tax (''PBT'') 664.28 1,840.81

Less : Provision for tax (including deferred tax) 130.26 372.70

Profit after tax (''PAT'') 534.02 1,468.11

Balance brought forward 4,033.53 3,514.98

Balance for appropriations 4,567.55 4,983.09

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 171.99 343.98

Dividend Distribution Tax 85.03 111.60

Transfer to General Reserve 54.00 150.00

Balance in Statement of Profit and Loss 3,912.55 4,033.53

4,567.55 4,983.09

Consolidated results

Total Revenue 11,834.50 1,3301.37

Total Expenditure 9,388.04 8,814.42

Profit before Interest, Depreciation and Tax (''EBIDTA'') 2,446.46 4,486.95

Financial Cost 501.79 387.47

Depreciation and Amortization Expense 939.56 776.07

Interest Income (5.04) (13.03)

Profit before tax (''PBT'') 1,010.15 3,336.44

Less : Provision for tax (including deferred tax) 367.15 640.18

Less : Provision for tax in respect of earlier years written back - 0.35

Profit after tax (''PAT'') 643.00 2,695.91

Minority interest (30.01) (297.53)

Share of interest in profit/(loss) of associates (197.08) (172.65)

Net Profit 415.91 2,225.73

Balance brought forward 5,826.68 4,550.51

Balance for appropriations 6,242.59 6,776.24

Appropriations

Interim Dividend 343.98 343.98

Proposed Dividend 171.99 343.98

Dividend Distribution Tax 85.03 111.60

Transfer to General Reserve 54.00 150.00

Balance in Profit and Loss account 5,587.59 5,826.68

6,242.59 6,776.24

RESULTS FROM OPERATIONS

During the year under review, the Company on a Stand alone basis, recorded a revenue of Rs. 1,806.36 lakhs, (Previous year Rs. 2,763.40 lakhs). The profit before tax for the year under review was Rs. 664.28 lakhs (previous year Rs. 1,840.81 lakhs) and profit after tax was Rs.534.02 lakhs for the year under review as against Rs.1,468.11 lakhs in the previous year.

The Company on a consolidated basis recorded a revenue of Rs.11,839.54 lakhs for the financial year 2012-2013 (Previous year 13,314.40 lakhs). The profit after tax was Rs.643 lakhs as against Rs.2,695.91 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors had declared and paid an interim dividend of Rs.15 per equity share of Rs. 10 each (150%) for the financial year 2012-13. Your Directors also recommend a final dividend of Rs.7.50 per equity share of Rs. 10 each (75%) for the year ended March 31, 2013, subject to the approval of the shareholders at this Annual General Meeting. The total equity dividend for the financial year 2012-13 will amount to Rs.22.50 per equity share (225%).

TRANSFER TO RESERVE

Your Directors propose to transfer Rs. 54 lakhs to General Reserve out of Rs. 4,567.55 lakhs i.e. the amount available for appropriations. An amount of Rs. 3,912.55 lakhs is proposed to be retained in the Profit and Loss Accounts for the financial year 2012-13.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been made as per the Listing Agreement with the Stock Exchange and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India. The consolidated financial statement of the Company for the financial year 2012-13 includes financials of its subsidiaries i.e. Aegean Properties Limited, Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, CC Square Films Limited; Joint Venture Company, VasKo Glider s.r.o. and associate companies, Health and Wellness India Private Limited and Zela Wellness India Private Limited.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. Vinayak Hajare, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

S. R. Batliboi & Associates LLP, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them confirming that such appointment if made will be in compliance of Section 224(1B) of the Companies Act, 1956

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) the annual accounts for the financial year ended March 31, 2013 have been prepared on a ''going concern'' basis.

SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and in accordance with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors consented that the Statement of Balance Sheet, Profit and Loss and other documents of the subsidiary companies will not be attached to the Balance Sheet of the Company for the financial year 2012-2013. A statement containing the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking information at any point of time. The financial accounts of the subsidiary companies will be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include financial information of its subsidiaries, Joint Venture and associate companies prepared in compliance with applicable Accounting Standards.

DISCLOSURES UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

(A) Energy Conservation Measures and Technology Absorption, Adoption and Innovation

Information in accordance with provision of Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 35 to the Accounts.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance along with the Corporate Governance Certificate issued by V N Deodhar & Co, Practicing Company Secretaries, forms part of this Report.

SOCIAL INITIATIVES

Your Company has been associated with charitable organizations that provide educational support to needy children such as building of schools and providing other required facilities. The Company has initiated necessary steps to make donations to Prime Minister''s National Relief Fund and a NGO to support the victims of floods and landslides experienced in Uttarakhand during June 2013.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, consultants, service providers, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward- looking statements'' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements.



For and on behalf of the Board of Directors



G. G. Desai

Chairman

Thane, August 14, 2013

Registered Office :

''DIL'' Complex,

Ghodbunder Road, Majiwada,

Thane (West) - 400 610.

 
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