Mar 31, 2018
DIRECTORSâ REPORT
Dear Members,
The Directors have pleasure in presenting their 29th (Twenty Ninth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2018
1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :
Financial Results |
[Rs, in Lacs] |
|
Particulars |
Year Ended |
Year Ended |
31-03-2018 |
31-03-2017 |
|
Total Revenue (Net of Excise Duty) |
5897.23 |
4642.05 |
Profit before Depreciation and Tax |
527.89 |
341.33 |
Depreciation |
99.95 |
86.08 |
Profit (Loss) before Tax |
427.94 |
255.25 |
Less : Tax Expenses |
127.68 |
78.51 |
Net Profit (Loss) for the year |
300.26 |
176.74 |
2. PERFORMANCE :
During the year under review, the Company has earned higher profit compared to the previous year. The margins have improved in this year. Total Revenue stood at Rs,5,897.23 Lacs from Rs,4,642.05 Lacs i.e. increase of 27.04% in the total revenue of the Company as compared to previous year and due to increase in total revenue the Net Profit for the year under review increased from Rs,176.74 Lacs to Rs,300.26 resulting in increase of about 69.89% of Net Profit of the Company. Overall Performance of the Company has improved as compared to previous year.
Further, the Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.
3. DIVIDEND:
Your directors are pleased to recommend the dividend @ 15% (Rs,1.50/- per equity share) on equity shares of Rs,10.00 each for the year ended 31st March, 2018. The total dividend pay-out excluding dividend distribution tax shall be Rs,45.43 Lacs.
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares with face value of Rs,10.00 each. The authorized share capital of the company is Rs,350.00 Lacs divided into 35,00,000 equity shares of Rs,10.00 each. The paid up share capital of the company is Rs,302.85 Lacs divided into 30,28,500 equity shares of Rs,10.00 each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
5. RESERVES:
The Board has transferred Rs,1641.74 Lacs from Revaluation Reserve to General Reserve Account in Balance Sheet as at 1st April 2016 to prepare Ind AS compliant financial statements.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. FUTURE OUTLOOK:
The Company expects the market for chemicals and dyes to grow moderately. Company is taking effective steps to improve operational efficiency to maintain the earnings.
Indiaâs stable macroeconomic environment and strong growth outlook stand out relative to other emerging markets. With the adoption of Goods and Service Tax (GST), Indian Markets will witness new era of business. This will lead to more organized and growth oriented economy.
With Indiaâs ever growing requirements of energy and capacity addition planned by the Government through various initiatives, though demand is subdued at the moment, there exists substantial opportunity for future growth as the Companyâs products are geared up for the requirements.
8. UNCLAIMED DIVIDEND:
As on 31st March, 2018, dividend amounting to Rs,3.75 Lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Link Intime India Pvt. Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 14th August, 2017 (date of the last Annual General Meeting) on the website of the Company (www.dynaind.com), as also on the website of the Ministry of Corporate Affairs (www.iepf.gov.in).
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no such material changes occurred subsequent to the close of the 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.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companyâs operation in future.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has a Wholly Owned Subsidiary Company Named Neo Farbe Private Limited (CIN: U24100GJ2013PTC073930). Details relating to Subsidiary Company are provided in AOC-1 given with Consolidated Financial Statements. The statement also provide the details of performance and financial positions of Subsidiary.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 4 (Four) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.
15. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
16. INSURANCE:
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements.
All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2017-18 were in the ordinary course of business and on an armâs length basis.
Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) in Form AOC-2 is attached herewith as ANNEXURE-III.
The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (LODR) Regulation.
The company has formulated a policy on âMateriality of Related Party transactions and on dealing with Related Party Transactionsââ and the same is on the companyâs website at http://www.dynaind.com/investor_zone/Policies/ Related%20Party%20Transaction%20Policy.pdf
The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.
18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dipakkumar Navinchandra Choksi (DIN: 00536345) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of Regulation 17 read with Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with Stock Exchange, appointed Mr. Jatinbhai Biharilal Surti (DIN: 05195572), Mr. Pravinchandra Devidas Master (DIN: 05195587), Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347) & Ms. Viraj Darshit Shah (DIN: 07220630), as an Independent Directors of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Dipakkumar Navinchandra Choksi as Chairman and Whole-time Director, Mr. Harin Dhanvantlal Mamlatdarna as Vice-Chairman and Managing Director, Mr. Dinesh Jasraj Jain as Whole-time Director, Mr. Punit Leelaram Chhattani as Chief Financial Officer, and Mr. Ganesh Rajaram Temkar (w.e.f. 14th December, 2017) as Company Secretary under Key Managerial Personnel of the Company.
Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long-term performance objectives of the employees in line with the working of the Company and its goals.
Resignations
There is change in the constitution of Board of Directors, Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347) has tendered his resignation on 29th May, 2018 as Independent Director Due to personal reason.
Mr. Harsh Rameshbhai Hirpara Company Secretary has tendered his resignation on 7th October, 2017. Reappointments
As per the provisions of the Companies Act, 2013, Mr. Dipakkumar N. Choksi, who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible, seeks reappointment. The Board recommends his reappointment.
As per the provisions of the Companies Act, 2013, consent of members hereby accorded to re-appoint Mr. Jatinbhai Biharilal Surti and Mr. Pravinchandra Devidas Master to the office of Independent Director, for the second term of five consecutive years from 14th August, 2018 to 13th August, 2023.
19. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.
20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.
21. MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial Year 2017-2018
['' in Lacs]
Name |
Salary and Perquisites F.Y. 2017-18 |
Commission |
Shares issued under ESOP |
Details of Service contracts; notice period and severance fees |
Dipakkumar N. Choksi |
35.95 |
Nil |
Nil |
Special Resolution dt. 14-08-2017, valid up to 30-09-2019; no Notice period and no severance fees |
Harin D. Mamlatdarna |
37.01 |
Nil |
Nil |
|
Dinesh J. Jain |
10.43 |
Nil |
Nil |
The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - IV.
22. INDEPENDENT DIRECTORSâ DECLARATION:
The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.
There are currently four Committees of the Board, as follows:
1. Audit Committee
2. Corporate Social Responsibility Committee
3. Nomination and Remuneration Committee
4. Stakeholdersâ Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, a part of this Annual Report.
24. AUDITORS:
A. Statutory Auditors
M/s. Ashok K. Bhatt & Co., Chartered Accountants (Firm registration number 100657W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 14th August, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad (FRN 100657W) that their appointment, if made, would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment of Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad (FRN 100657W) to audit the accounts of the Company for the financial year 2018-2019.
The Report given by the Auditors on the financial statements year ended March 2018 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chintan Patel, Practicing Company Secretaries, Ahmadabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure V
There is no qualification, reservation or adverse remark in the report
25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. VKJD & Associates, Chartered Accountant vide (FRN 128985W) as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
26. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, 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 of the Companyâs code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.
None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company ceases to be a company covered under sub-section (1) of section 135 of the Act for three consecutive financial years and hence Company is not required to comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135 of the Act.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, your Company has assigned the responsibilities to Sexual Harassment Committee. During the year, no complaint with allegations of sexual harassment was filed against the Company.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
31. DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31stMarch, 2018 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
32. CORPORATE GOVERNANCE:
As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditorsâ Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as ANNEXURE VI.
33. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is appended to the report on Corporate Governance., herewith attached as Annexure VII.
34. RELATED PARTY DISCLOSURE:
Related Party discloser as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith attached as Annexure VIII.
35. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
36. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
By Order of the Board
Place : Ahmedabad -Sd/-
Date : 30 May 2018 DIPAKKUMAR CHOKSI
Chairman and Whole Time Director
DIN : 00536345
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 26th (Twenty Sixth)
Annual Report on the business and operations of the Company and the
Audited Accounts for the Financial Year ended 31st March, 2015
1) FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :
Financial Results [Rs. in Lacs]
Particulars Year Ended Year Ended
31-03-2015 31-03-2014
Total Revenue 7,050.11 10,475.49
Profit before Depreciation and Tax 492.66 646.73
Depreciation 99.46 68.59
Profit (Loss) before Tax 393.20 578.14
Less : Tax Expenses 168.14 178.55
Net Profit (Loss) for the year 225.06 399.59
2. PERFORMANCE :
Due to recession and acute competition in the Chemical Industry,
Performance of your Company for the year under review was affected.
Total Revenue Plunged from Rs. 10,475.49 Lacs to Rs. 7,050.11 Lacs
viz., reduction of 32.70% in the total revenue of the Company as
compared to previous financial year, further due to decrease in total
revenue of the Company Net Profit for the year under the review has
been decreased from Rs. 399.59 Lacs to Rs. 225.06 Lacs resulting in
decrease of about 43.68% of Net Profit of the Company. Overall
Performance of the Company was satisfactory as compared to the peers of
the Company.
Further, the Board of Directors of the Company is continuously making
efforts for the growth of your Company.
3. DIVIDEND:
Your directors are pleased to recommend the dividend @ 10% p.a. (Rs.
1.00 per share) on equity shares with nominal value of Rs. 10.00 each
for the year ended 31st March, 2015. The total dividend pay-out
excluding dividend distribution tax shall be Rs. 30.29 Lacs.
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares
with face value of Rs. 10.00 each. The authorized share capital of the
company is Rs. 350.00 Lacs divided into 35,00,000 equity shares of Rs.
10.00 each. The paid up share capital of the company is Rs. 302.85 Lacs
divided into 30,28,500 equity shares of Rs. 10.00 each.
During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
5. RESERVES:
The Board has transferred Rs.17.10 Lacs from Revaluation Reserve to
General Reserve Account for the Financial Year ended on 31st March,
2015 as per requirement of Schedule II to Companies Act, 2013.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. FUTURE OUTLOOK :
There is cut throat competition in the chemical industry and more
particularly in dyes and intermediates. To mitigate the same,
management had adopted defensive strategy in order to maintain the
market share of your Company. At Present many policies are being
formed/adopted by the present Government which may be beneficial to the
Company in future. As crude oil prices has come down which directly
have a positive effect on the economy and in same line we expect many
more positive things to happen in the global market which may have
positive impact on the Company.
The global economy in FY 2014-15 witnessed divergent trends among major
economies. The Indian economy and business environment remained largely
subdued during 2014-15. The global economic recovery is gaining
momentum coupled with some divergence. India's economy is poised to
return to its high-growth path, thanks to lower fiscal and current
account deficits, falling inflation, low crude oil price, moderate
commodity prices, and structural reforms to boost investments. Monetary
policy is also likely to be supportive with the Reserve Bank of India
(RBI) having moved to flexible inflation targeting. The manufacturing
sector is likely to benefit from lower interest rates. However,
productivity and capital efficiency improvement are likely to drive
near-term growth. Demand from export as well as domestic markets has
not increased substantially. Volatility of rupee may hamper growth of
economy.
The Company enjoys strong exposure to the Global market. The quality
products of the Company have received warm response in the overseas
market. The thrust on the competitive strength, newer product
development and consolidation of customer relationship has resulted
into a bright future for the Company. The company expects to retain the
performance in the current year.
8. UNCLAIMED DIVIDEND:
During the year, dividend amounting to Rs. 0.52 lacs that had not been
claimed by the shareholders for the year ended 31st March, 2007, was
transferred to the credit of Investor Education and Protection Fund as
required under Section 205A read with Section 205C of the Companies
Act, 1956. As on 31stMarch, 2015, dividend amounting to Rs. 1.29 lacs
has not been claimed by shareholders of the Company. Shareholders are
required to lodge their claims with the Registrar, Sharepro Services
(India) Pvt. Ltd., for unclaimed dividend. Pursuant to the provisions
of Investor Education and Protection Fund (Uploading of Information
regarding unpaid and unclaimed amounts lying with Companies) rules,
2012,the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company on 14th August, 2014 (date of the last
Annual General Meeting) on the website of the Company
(www.dynaind.com). as also on the website of the Ministry of Corporate
Affairs (www.mca.gov.in).
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with the provisions of Clause (m) of Sub Section (3) of
Section 134 the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the relevant information pertaining to conservation of
energy, technology absorption, foreign exchange earnings and outgo is
given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no such material changes occurred subsequent to the close of
the 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.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company's operation in
future.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has a Wholly Owned Subsidiary Company Named Neo Farbe
Private Limited (CIN: U24100GJ2013PTC073930). It has not commenced
commercial operations during the year under review. Hence, details
relating to Subsidiary Company are not provided for.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 5 (Five) Board meetings were held,
with gap between Meetings not exceeding the period prescribed under the
Companies Act, 2013 and Rules made thereunder. Details of Board and
Board committee meetings held during the year are given in the
Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed
background information are circulated well in advance before the date
of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period
prescribed under the Companies Act, 2013.
15. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as
ANNEXURE-II.
16. INSURANCE:
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company which may have a potential conflict
with the interest of the Company at large and thus disclosure in Form
AOC-2 is not required. The Board has formulated Policy on Related Party
Transactions.
18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and
non-executive directors including Independent Directors who have wide
and varied experience in different disciplines of corporate
functioning.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Deepak
Navinchandra Chokshi (DIN: 00536345) retires by rotation at the ensuing
Annual General Meeting and being eligible in terms of Section 164 of
the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Jatinbhai
Biharilal Surti (DIN: 05195572), Mr. Pravinchandra Devidas Master (DIN:
05195587), Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347), as an
Independent Directors of the Company & Ms. Viraj Darshit Shah as
additional director.
As per section 149(4) of the Companies Act, 2013 (Act), which came into
effect from 1st April, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Director. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Mr. Deepak Navinchandra Chokshi (DIN: 00536345) and Mr. Harin
Dhanvantrai Mamlatdarna (DIN:00536250) were appointed as Managing
Directors of the Company for two years w.e.f. 1st October, 2013. Mr.
Dinesh Jasraj Jain (DIN: 00135889)was appointed as Whole Time Director
of the Company for two years w.e.f. 1st October, 2013. The Board has on
the recommendation of the Nomination and Remuneration Committee,
re-appointed and re-desinated w.e.f. 1st October, 2015, Mr. Harin
Dhanvantrai Mamlatdarna as Chairman and Whole Time Director, Mr. Deepak
Navinchandra Chokshi as Vice Chairman and Managing Director and Mr.
Dinesh Jasraj Jain as Whole Time Director of the Company for two years,
subject to approval of members by way of Special Majority.
The Board recommends re-appointment/ re-designation of Mr. Deepak
Navinchandra Chokshi, Mr. Harin Dhanvantrai Mamlatdarna and Mr. Dinesh
Jasraj Jain, as stated above, at the ensuing Annual General Meeting.
Based on disclosures provided by them, none of them are disqualified
from being appointed as Directors as per section 164 of the Companies
Act, 2013.
There were no changes in the constitution of Board of Directors or Key
Managerial Personnel during the year.
As required under Section 203 of the Companies Act, 2013, the Company
has Mr. Deepak Navinchandra Chokshi,Mr. Harin Dhanvantrai Mamlatdarna
and Mr. Dinesh Jasraj Jain under Key Managerial Personnel of the
Company.
Remuneration to Key Managerial Personnel, Senior Management and other
employees will involve a balance between fixed and incentive pay
reflecting short and long term performance objectives of the employees
in line with the working of the Company and its goals.
19. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement and Companies Act, 2013, the Board had carried out
performance evaluation of its own, the Board Committees and of the
Independent directors. Independent Directors at a separate meeting
evaluated performance of the Non-Independent Directors, Board as a
whole and of the Chairman of the Board. The manner in which the
evaluation has been carried out has been detailed in the Corporate
Governance Report.
20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior
management. The details of criteria laid down and the Remuneration
Policy are given in the Corporate Governance Report.
21. MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial
Year 2014-2015
[Rs. in Lacs]
Salary and Shares issued
Name Perquisites Commission under ESOP
F.Y. 2014-15
Deepak N. Chokshi 16.29 Nil Nil
Harin D. Mamlatdarna 16.45 Nil Nil
Dinesh J. Jain 10.43 Nil Nil
Details of Service
Name contracts; notice period
and severance fees
Deepak N. Chokshi Ordinary Resolution dt. 14-08-2013, valid
Harin D. Mamlatdarna up to 30-09-2015; no Notice
Dinesh J. Jain period and no severance fees
The statement containing particulars of employees as required under
Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report as Annexure - III.
22. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the
view details of which are given in the Corporate Governance Report.
23. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Corporate
Social Responsibility Committee.
There are currently four Committees of the Board, as follows:
1. Audit Committee
2. Corporate Social Responsibility Committee
3. Nomination and Remuneration Committee
4. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
24. AUDITORS:
A. Statutory Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W)
were appointed as Statutory Auditors of your Company at the previous
Annual General Meeting held on 14thAugust, 2014 for a term of three
consecutive years. As per the provisions of Section 139 of the
Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of
the Companies Act, 2013 from M/s. G. K. Choksi & Co., Chartered
Accountants, Ahmedabad (FRN 101895W) that their appointment, if made,
would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment M/s. G. K. Choksi & Co.,
Chartered Accountants, Ahmedabad (FRN 101895W) to audit the accounts of
the Company for the financial year 2015-2016.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and therefore
do not call for any further comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Chetan R. Shah, Practicing Company
Secretaries, Ahmedabad to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure
IV
There is no qualification, reservation or adverse remark in the report
25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls
are adequate and are operating effectively so as to ensure orderly and
efficient conduct of business operations. The Company has appointed
M/s. VKJD & Associates (FRN 128985W) as an Internal Auditors of the
Company. The Audit Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and methodology for
conducting the internal audit. The internal auditors carry out audit,
covering inter alia, monitoring and evaluating the efficiency &
adequacy of internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations and submit their periodical internal audit reports to the
Audit Committee. Based on the internal audit report and review by the
Audit committee, process owners undertake necessary actions in their
respective areas. The internal auditors have expressed that the
internal control system in the Company is robust and effective. The
Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are
adequate and operating effectively.
26. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to
help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Currency
fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and
new capital investments return. The management is however, of the view
that none of the above risks may threaten the existence of the Company
as robust Risk mitigation mechanism is put in place to ensure that
there is nil or minimum impact on the Company in case any of these
risks materialize.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement, 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 behaviour, actual or suspected fraud or violation of the
Company's code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate
Governance Report.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of section 135 of the Act, read with CSR
Rules, the Company has constituted CSR committee and formulated CSR
policy. The Policy primarily rests on four broad categories:
Environment, Health, Education and Community Development.
Though the CSR policy was formulated, the Company has not contributed
to CSR activities as prescribed in CSR Policy. Despite of rigorous
efforts, management was not able to find suitable
institution/organization through which CSR activities can be performed
effectively to benefit the society at large.
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are made and the same is enclosed as
Annexure-V
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
thereunder, your Company has assigned the responsibilities to Audit
Committee. During the year, no complaint with allegations of sexual
harassment was filed with the Company.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
31. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year 31st March, 2015 and of
the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 and Rules made thereunder for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis; and
v. The directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
32. CORPORATE GOVERNANCE:
As required by the existing Clause 49(X) of the Listing Agreement
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Auditors' Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance. Report on Corporate Governance is given
elsewhere in this Annual Report, herewith attached as ANNEXURE VI.
33. CORPORATE GOVERNANCE CERTIFICATE :
The Compliance certificate from the auditors regarding compliance of
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing agreement is appended to the report on Corporate Governance.,
herewith attached as Annexure VII.
34. GENERAL SHAREHOLDER INFORMATION :
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
35. ACKNOWLEDGEMENT :
Your Directors take this opportunity to express their gratitude for the
unstinted commitment, dedication, hard work and significant
contribution made by employees at all levels in ensuring sustained
growth of the Company. Your Directors also sincerely thank to all the
stakeholders, customers, vendors, bankers, business associates,
government, other statutory bodies and look forward to their continued
assistance, co-operation and support.
For and on behalf of the Board
Place : Ahmedabad -Sd/-
Date : 29th June, 2015
DEEPAK N. CHOKSHI
Chairman & Managing Director
DIN : 00536345
Mar 31, 2014
Dear Members,
The Directors have pleasure in placing before you the Twenty Fifth
Annual Report and Audited Accounts for the year ended on 31st March,
2014.
Financial Results (Rs. in Lacs)
Particulars Year Ended Year Ended
31-03-2014 31-03-2013
Total Income 10,475.48 4,364.78
Profit before depreciation and tax 646.73 197.60
Depreciation 68.59 64.78
Provision for Taxation
Current Year 200.00 43.50
Deferred tax (21.45) 13.05
Less : Excess provision of
earlier year (net) 0.00 (8.82)
Profit After tax 399.59 85.09
Balance b/f. from previous year 748.53 663.44
Balance carried to Balance Sheet 1,148.12 748.53
Dividend
Your directors are pleased to recommend a dividend @ 10% p.a. (Re. 1/-
per share) (Previous Year Rs. Nil) on equity shares for the year ended
31st March, 2014. The total dividend pay out excluding dividend
distribution tax shall be Rs. 30,28,500/-.
Performance
The Board is pleased to inform that the working of the Company has
scaled new heights, in as much it has recorded highest revenue &
profitability since its inception, despite general economic slow down &
cut throat competition in business during the year under review.
The total income stood at Rs. 10475.48 lacs (previous year Rs. 4364.78
lacs) and the Tax expenses registered were Rs. 178.55 lacs (previous
year 47.73 lacs) resulting into Net Profit for the year after Tax of
Rs. 399.26 lacs (previous year Rs. 85.09 lacs).
The Board of Directors have considered it appropriate to change the
Bankers to the Company in view of its financial requirements & cost
effectiveness and accordingly the Company has received sanction letter
dated 2nd May 2014 from HDFC Bank Ltd. The change would be effective
from 2014 - 15 and onwards
Future outlook
The challenges that the global economy faced in 2012-13 spilled over to
2013-14 - low growth in developed markets and slowing down of emerging
markets. The Indian economy was no different. From a GDP growth of 9.3%
in 2010-11, the Indian economy slipped to 5% growth in 2012-13 and
further down to 4.4% in 2013-14.
The economy has signaled for an upward swing. Policy stability and
consistency appear to take place in view of government at centre with
clear mandate. Capital market has also improved substantially and
bullish trend is expected to continue for a long run. Demand from
export as well as domestic markets is increasing. But volatility of
rupee and crude price may hamper growth of, particularly export
oriented units like us.
The Company enjoys strong exposure to the Global market. The quality
products of the Company have received warm response in the overseas
market. The thrust on the competitive strength, newer product
development and consolidation of customer relationship has resulted
into a bright future for the Company. The company expects better
performance in the current year, too.
Directorate
Pursuant to Section 152 of the Companies Act, 2013, Shri Pravinchandra
D. Master (DIN: 05195587) and Shri Jatinbhai B. Surti (DIN: 05195572)
will retire at the ensuing Annual General Meeting and being eligible,
seek re-appointment.
Disclosure on Stock Exchanges
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid necessary Listing fees for the year
2014-2015 to the Bombay Stock Exchange Ltd.
Subsidiary Company
The Company has a subsidiary Company named Neo Farbe Private Limited.
It has not commenced commercial operations during the year under
review. Hence, details relating to Subsidiary Company are not provided
for.
The Statement pursuant to Section 212 of the Companies Act, 1956
showing summary of the subsidiary Company is attached here with.
Fixed Deposits
The Company has not accepted any deposits from the public during the
year under review.
Insurance
All the properties and assets of the Company are adequately insured.
Corporate Governance
A separate Report on Corporate Governance along with the Certificate
from the Statutory Auditors regarding the Compliance of conditions of
corporate governance pursuant to Clause 49 of the Listing Agreement is
provided in a separate Annexure-I.
Management Discussion And Analysis
Management Discussion and Analysis Report as required under the Listing
Agreement is annexed hereto forming part of this Report.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, the relevant
information pertaining to conservation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure-
II to the Directors'' Report.
Compliance Certificate
A copy of Compliance Certificate obtained from a Company Secretary in
wholetime practice pursuant to section 383A (1) of the Companies Act,
1956 read with the Companies (Compliance Certificate) Rules, 2001 is
annexed herewith as Annexure - III.
Particulars of Employees
There are no employees drawing remuneration in terms of disclosure
requirement pursuing to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
Personnel
Relations between the Employees and the Management continued to be
cordial during the year under review. Your Directors hereby place on
record their appreciation for the efficient and loyal services rendered
by the employees of the Company at all levels.
Directors'' Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors
state :
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures,
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2014 and of the Profit of the Company for the year ended on
31.03.2014.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared annual accounts on a going concern
basis.
Cost Auditors
The Company has appointed M/s. Vishal Yagnik & Associates, Cost
Accountants, as Cost Auditors to audit the cost accounts of Company for
the financial year 2014-2015 under Section 148 of the Companies Act,
2013.
The Cost Audit Report in XBRL mode for the financial year ended March
31, 2013 was filed with the Ministry of Corporate Affairs on 17th
October, 2013.
The Company is seeking the approval of the Shareholders for the
appointment of M/s. Vishal Yagnik & Associates, Cost Auditor of the
Company for the financial year ending March 31, 2015 vide resolution
no. 6 of the Notice of Annual General Meeting.
Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad who hold
office until the conclusion of the ensuing Annual General Meeting are
recommended for re-appointment to audit the accounts of the Company for
the financial year 2014- 2015. The Company has obtained a written
confirmation under section 139 of the Companies Act, 2013 from M/s. G.
K. Choksi & Co. that their appointment, if made, would be in
confirmity with the limits specified under the said section. You are
requested to appoint the Auditors and fix their remuneration.
The notes to the accounts referred to in the Auditors'' Report are
self-explanatory and therefore do not call for any further comments.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Your Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employees to achieve in these trying times.
For and on behalf of the Board
Place : Ahmedabad DEEPAK N. CHOKSHI
Date : 30th May 2014 Chairman & Managing Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in placing before you the Twenty Fourth
Annual Report and Audited Accounts for the year ended on 31 st March,
2013.
Financial Results [Rs. in Lacs]
Particulars Year Ended Year Ended
31-03-2013 31-03-2012
Total Income 4364.78 4180.69
Profit before depreciation and tax 197.60 245.35
Depreciation 64.78 64.30 Provision
for Taxation
Current Year 43.50 37.00
Deferred tax 13.05 8.88
Less : Excess provision of earlier
year (net) . (8.82)
Profit After tax 85.09 135.17
Balance b/f. from previous year 663.44 528.27
Balance carried to Balance Sheet 748.53 663.44
Dividend
In view of conserving resources, your directors do not recommend any
dividend on equity shares for the year ended 31 st
March, 2013.
Performance
Despite recession and stiff competition, performance of your Company
for the year under review has remained satisfactory. Total income was
Rs. 4364.78 lacs (previous year Rs. 4180.69 lacs). Tax expenses were
Rs. 47.73 lacs (previous year Rs. 45.88 lacs). The net profit aftertax
was Rs. 85.09 lacs (previous year Rs. 135.17 lacs).
Future outlook
While there is a marginal upward trend in the first quarter of the
current year, the world economic scenario appears to be subdued. Major
economies are virtually stagnant and the Eurozone is in a fluid state.
The volatility witnessed in the year under review is expected to
persist in the current financial year. Value of Indian Rupee against
dollar has been affected. Figures of GDP growth are not encouraging.
Political turmoils has aggravated the unstable market situation.
Profitability of the Company may be marginally affected during the
current year but the Company expects the market to stabilize in near
future.
The Company is predominantly export oriented and has high acceptance of
its product, both in the international & domestic market, besides
cordial relationship with its customers.
Directorate
Shri Dinesh J. Jain and Shri Harin D. Mamlatdarna, Directors of the
Company who retire by rotation, and being eligible, offer themselves
for reappointment.
Shri Dinesh J. Jain is a commerce graduate and has rich experience of
more than 27 years in the field of dyes and chemicals and has also
visited a number of European and Asian countries as well as USA to
acquaint himself of the latest technology. He looks after commercial,
administrative and marketing aspects of the business.
Directorship in other Companies: 1
Shri Harin D. Mamlatdarna is commerce graduate and has a rich
experience of more than 32 years in the field of dyes and chemicals and
has also visited a number of European and Asian countries as well as
USA to acquaint himself of the latest technology. He looks after
production, commercial, export and administrative aspects of the
business.
Directorship in other Companies: Nil
Disclosure on Stock Exchanges
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid necessary Listing fees for the year
2013-2014 to the Bombay Stock Exchange Ltd.
Subsidiary Company
During the year, the Company has incorporated a Subsidiary Company
named Neo Farbe Private Limited. The said Company has not commenced any
commercial operations during the year under review. Hence, details
relating to Subsidiary Company are not provided for.
Fixed Deposits
The Company has not accepted any deposits from the public during the
year under review.
Insurance
All the properties and assets of the Company are adequately insured.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, the relevant
information pertaining to conservation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure -1
to the Directors'' Report.
Corporate Governance
A separate Report on Corporate Governance alongwith the Certificate
from the Statutory Auditors regarding the
Compliance of conditions of corporate governance pursuant to Clause 49
of the Listing Agreement is provided in a separateAnnexure-ll.
Compliance Certificate
A copy of Compliance Certificate obtained from a Company Secretary in
wholetime practice pursuant to section 383A (1) of the Companies Act,
1956 read with the Companies (Compliance Certificate) Rules, 2001 is
annexed herewith as
Annexure-lll.
Particulars of Employees
There are no employees drawing remuneration in terms of disclosure
requirement pursuant to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975
Personnel
Relations between the Employees and the Management continued to be
cordial during the year under review. Your Directors hereby place on
record their appreciation for the efficient and loyal services rendered
by the employees of the Company at all levels.
Directors''Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies
{Amendment} Act, 2000, your Directors state:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2013 and of the Profit of the Company forthe year ended on
31.03.2013;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared annual accounts on a going concern
basis. Cost Auditors
M/s. Hitesh Batra & Associates, Cost Accountants, Ahmedabad have been
reappointed as the Cost auditors to conduct the audit of the cost
accounts maintained by the Company forthe financial year ended 31
-03-2014.
Auditors
M/s. G. K. Chokshi & Co., Chartered Accountants, Ahmedabad hold office
until the conclusion of the ensuing Annual General Meeting. The Company
has received a certificate under section 224(1 )(B) of the Companies
Act, 1956 from them.
You are requested to appoint the Auditors and fix their remuneration.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Your Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employees to achieve in these trying times.
For and on behalf of the Board
Place : Ahmedabad DEEPAK N. CHOKSHI
Date : 30th May, 2013 Vice Chairman
Mar 31, 2012
The Directors have pleasure in placing before you the Twenty Third
Annual Report and Audited Accounts for the year ended on 31st March,
2012.
Financial Results (Rs. in lacs)
Particulars Year ended Year ended
31-03-2012 31-03-2011
Total Income 4181.28 4712.91
Profit before depreciation and tax 245.35 164.55
Depreciation 64.30 52.53
Provision for Taxation
Current year 37.00 41.50
Deferred tax 8.88 (0.31)
Profit After tax 135.18 70.82
Balance b/f. from previous year 528.27 457.44
Balance carried to Balance Sheet 663.43 528.26
Dividend
In view of conserving resources, your directors do not recommend any
dividend on equity shares for the year ended 31st March, 2012.
Performance
In spite of recession and stiff competition, performance of your
Company for the year under review has remained satisfactory. Total
income was Rs. 4181.28 lacs (previous year Rs. 4712.91 lacs). The net
profit after tax was Rs. 135.18 lacs (previous year Rs. 70.82 lacs).
Future outlook
The volatility witnessed in the year under review is expected to
continue into the next financial year. The company expects the market
to continue to contract and stabilize thereafter.
The Company enjoys strong exposure to the Global market. The quality
products of the Company have received warm response in the overseas
market. The thrust on the competitive strength, newer product
development and consolidation of customer relationship has resulted
into a bright future for the Company. The economy has witnessed sharp
fluctuations in value of Indian Rupee and crude price and profitability
of the Company will be substantially affected during the current
financial year on account of it.
Directorate
Shri Deepak N. Chokshi, Director of the Company who retires by
rotation, and being eligible, offers himself for reappointment. Shri
Deepak N. Chokshi having a rich experience of more than 31 years in the
field of dyes and chemicals and has also visited a number of European
and Asian countries as well as USA to acquaint himself of the latest
technology. He looks after commercial, financial, accounting, banking
and administrative aspects of the business. Shri Jatin B. Surti was
appointed as additional Director of the Company. He holds office upto
the ensuing Annual General Meeting. He has rich experience of 37 years
in the field of banking, finance, accounting and administrative areas.
Your Directors recommend his appointment
Shri Pravinchandra D. Master was appointed as additional Director of
the Company. He is post graduate in commerce and law graduate. He holds
office upto the ensuing Annual General Meeting. He has a rich
experience in accounts, banking, finance and administration related
work. He has worked as a compliance officer for more than 1 year in a
reputed company. He has also worked for many years in various
capacities in State Bank of India as Middle Management Executive
Scale - III and retired in May 2007. Your Directors recommend his
appointment Shri Raghavdas H. Lakhmani was appointed as additional
Director of the Company. He holds office upto the ensuing Annual
General Meeting. He has rich experience in managing, expanding,
administrating and organizing manufacturing units by planning,
equipment installation, handling, Government formalities, recruiting
support staff, marketing, production, QC, R&D and all other aspects
which affect the production and returns. Your Directors recommend his
appointment.
Durgesh V. Buch and Shri BhargavD. Karia resigned from the directorship
of the Company w.e.f. 14-12-2011. Your Directors express their
appreciation for the valuable services rendered by them during the
tenure of their office
Disclosure on Stock Exchanges
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid necessary Listing fees for the year
2012-2013 to the Bombay Stock Exchange Ltd.
Fixed Deposits
The Company has not accepted any deposits from the public.
Insurance
All the properties and assets of the Company are adequately insured.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, the
relevant information pertaining to conservation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure -1
to the Directors' Report.
Corporate Governance
A separate Report on Corporate Governance together with the Certificate
from Auditors is provided in a separate Annexure-II.
Compliance Certificate
A copy of Compliance Certificate obtained from a Company Secretary in
wholetime practice pursuant to section 383A (1) of the Companies Act,
1956 read with the Companies (Compliance Certificate) Rules, 2001 is
annexed herewith.
Particulars of Employees
The information pursuant to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
Personnel
Relations between the Employees and the Management continued to be
cordial during the year under review. Your Directors hereby place on
record their appreciation for the efficient and loyal services rendered
by the employees of the Company at all levels.
Directors' Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies {Amendment}Act, 2000, your Directors
state :
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2012 and of the Profit of the Company for the year ended on
31.03.2012;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared annual accounts on a going concern
basis. Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office
until the conclusion of the ensuing Annual General Meeting. The Company
has received a certificate under section 224(1 )(B) of the Companies
Act, 1956 from them. You are requested to appoint the Auditors and fix
their remuneration. Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Your Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employees to achieve success in these trying times.
For and on behalf of the Board
Place : Ahmedabad HARIN D. MAMLATDARNA
Date: 30th May, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in placing before you the Twenty Second
Annual Report and Audited Accounts for the year ended on 31 st March,
2011.
Financial Results (Rs. in lacs)
Particulars Year ended Year ended
31-03-2011 31-03-2010
Total Income 4712.91 3770.56
Profit before depreciation and tax 164.55 76.10
Depreciation 52.53 39.35
Add. Prior Period Items 0.00 (0.90)
Provision for Taxation
Current year 41.50 15.50
Deferred tax (0.31) 1.28
Profit'After tax 70.83 20.87
Balance b/f. from previous year 457.44 436.57
Balance carried to Balance Sheet 528.26 457.44
Dividend
In view of conserving resources, your directors do not recommend any
dividend on equity shares for the year ended 31 st March, 2011.
Performance
In spite of recession and stiff competition, performance of your
Company for the year under review has remained satisfactory. Total
income was Rs. 4712.91 lacs (previous year Rs. 3770.56 lacs). The net
profit aftertax was Rs. 70.83 lacs (previous year Rs. 20.87 lacs).
Future outlook
The volatility witnessed in the year under review is expected to
continue into the next financial year. The company expects the market
to continue to contract and stabilize thereafter.
The Company enjoys strong exposure to the Global market. The quality
products of the Company have received warm response in the overseas
market. The thrust on the competitive strength, newer product
development and consolidation of customer relationship has resulted
into a bright future for the Company. The economy has witnessed sharp
fluctuations in value of Indian Rupee and crude price and profitability
of the Company will be substantially affected during the current
financial year on account of it.
Directorate
Shri Harin D. Mamlatdarna, Director of the Company who retires by
rotation, and being eligible, offers himself for reappointment. Shri
Harin D. Mamlatdarna having a rich experience of more than 30 years in
the field of dyes and chemicals and has also visited a number of
European and Asian countries as well as USA to acquaint himself of the
latest technology. He looks after production, marketing, export,
commercial and administrative aspects ofthe busi- ness.
Disclosure on Stock Exchanges
The equity shares ofthe Company are listed on the Bombay Stock Exchange
Ltd. The Company has paid necessary Listing fees for the year 2011
-2012 to the Bombay Stock Exchange Ltd.
Fixed Deposits
The Company has not accepted any deposits from the public.
Insurance
All the properties and assets of the Company are adequately insured.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclo- sure of
Particulars in the Report of the Board of Directors) Rules, 1988, the
relevant information pertaining to conser- vation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure -1
to the Directors' Report.
Corporate Governance
A separate Report on Corporate Governance together with the Certificate
from Auditors is provided in a separate Annexure-II.
Compliance Certificate
A copy of Compliance Certificate obtained from a Company Secretary in
wholetime practice pursuant to section 383A (1) of the Companies Act,
1956 read with the Companies (Compliance Certificate) Rules, 2001 is
annexed herewith as Annexure - III and forms part of this Report.
Particulars of Employees
The information pursuant to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
Personnel
Relations between the Employees and the Management continued to be
cordial during the year under review. Your Directors hereby place on
record their appreciation for the efficient and loyal services rendered
by the employees of the Company at all levels.
Directors' Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors
state :
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2011 and of the Profit of the Company for the year ended on
31.03.2011;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared annual accounts on a going concern
basis.
Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office
until the conclusion of the ensuing Annual General Meeting. The Company
has received a certificate under section 224(1 )(B) of the Companies
Act, 1956 from them. You are requested to appoint the Auditors and fix
their remuneration.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Your Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employees to achieve success in these trying times.
For and on behalf of the Board
DEEPAK N. CHOKSI
Chairman
Place Ahmedabad
Date 14-05-2011
Mar 31, 2010
The Directors have pleasure in placing before you the Twenty First
Annual Report and Audited Accounts for the year ended on 31st March,
2010.
Financial Results (Rs. in lacs)
Particulars Year ended Year ended
31-03-2010 31-03-2009
Total Income 3770.56 4161.67
Profit before depreciation and tax 76.10 57.31
Depreciation 39.35 31.33
Add. Prior Period Items 0.90 0.00
Provision for Taxation
Current year 15.50 3.20
Includes Wealth Tax Provision of Rs. NIL
(P.Y. Rs. 10,000/-)
Deferred tax 1.28 (1.28)
Fringe Benefit Tax 0.00 2.05
Profit Aftertax 20.87 22.01
Balance b/f. from previous year 436.57 414.56
Balance carried to Balance Sheet 457.44 436.57
Dividend
In view of conserving resources, your directors do not recommend any
dividend on equity shares for the year ended 31st March, 2010.
Performance
The Company faced stiff competition and the margins were under severe
pressure during the year under review. Total income was Rs.
37,70,56,068/- (previous year Rs. 41,61,67,281). The net profit after
tax was Rs. 20,86,456/- (previous year Rs. 22,01,126).
Future outlook
The recessionary forces appear to be eased and the Index of Industrial
Production (IIP) has shown positive move- ment. The growth forecasts
are also encouraging. The Company expects the domestic as well as the
foreign market to take an upward move during the forthcoming years,
which will be of great importance and being an opportunity for the
Company to cover up untapped business.
Acute competition and inflationary pressure will be a constraint for
the Company to achieve the stage as aforesaid. Inspite of all, the
Company has good exposure to the Global market. The quality products of
the Company have received good response in the overseas market. The
thrust on the competitiveness, research and newer product development
and consolidation of customer relationship will result into a bright
future for the Company.
Directorate
Shri Dinesh J. Jain, Director of the Company who retires by rotation,
and being eligible, offers himself for reappoint- ment. Shri Dinesh J.
Jain is a commerce graduate and has rich experience of more than 25
yearsjn the field of dyes and chemicals. He looks after commercial,
financial and marketing aspects of the business. Disclosure on Stock
Exchanges
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid necessary Listing fees for the year
2010-2011 to the Bombay Stock Exchange Ltd.
Fixed Deposits
The Company has not accepted any deposits from the public. Insurance
All the properties and assets of the Company are adequately insured.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, the relevant
information pertaining to conservation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure -1
to the Directors Report. Corporate Governance
The Company has mainly complied with the recommendations and code on
Corporate Governance. A separate Report on Corporate Governance
together with the Certificate from Auditors is provided in Annexure II.
Particulars of Employees
The information pursuant to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil. Personnel
During the year under review, cordial relations be continued between
the Employees and the Management of the Company. Your Directors hereby
would like express their sense of appreciation for the efficient and
loyal services rendered by the employees of the Company at all levels.
Directors Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors
state :
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2010 and of the Profit of the Company for the year ended on
31.03.2010;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared annual accounts on a going concern
basis.
Compliance Certificate
Pursuant to the provisions of Section 383 (A) (1) of the Companies Act,
1956 read with Rule 3 of the Companies (Compliance Certificate) Rules,
2001 your Company is required to appoint a Company Secretary in whole
time Practice for obtaining the Compliance Certificate. Mr. Chetan R.
Shah, a Company Secretary in wholetime practice had already been
appointed for such Compliance Report for the year 2009-2010. His
Compliance Report is attached hereto as Annexure.
Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office
until the conclusion of the ensuing Annual General Meeting. The Company
has received a certificate under section 224(1 )(B) of the Companies
Act, 1956 from them. You are requested to appoint the Auditors and fix
their remuneration.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Yqur Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employees to achieve success in these trying times.
For and on behalf of the Board
Place : Ahmedabad DEEPAK N. CHOKSI
Date: 29-05-2010 , Chairman
Mar 31, 2009
The Directors have pleasure in placing before you the Twentieth Annual
Report and Audited Accounts for the year ended on 31 st March, 2009.
Financial Results (Rs. in lacs)
Particulars Year ended Year ended
31-03-2009 31-03-2008
Total Income 4161.67 4319.98
Profit before depreciation and tax 57.31 100.40
Depreciation 31.33 68.85
Provision for Taxation
Current year 3.20 15.40
Includes Wealth Tax Provision
of Rs.10,000/-
(P.Y.Rs.10,000/-)
Deferred tax (1.28) (5.48)
Fringe Benefit Tax 2.05 3.01
Profit Aftertax 22.01 18.62
Balance b/f. from previous year 414.56 395.94
Balance carried to Balance Sheet 436.57 414.56
Dividend
In view of conserving resources, your directors do not recommend any
dividend on equity shares for the year ended 31st March, 2009.
Performance
In spite of recession and stiff competition, performance of your
Company for the year under review has remained satisfactory. Total
income was Rs. 41,61,67,281 (previous year Rs. 43,19,98,473 ). The net
profit after tax was Rs. 22,01,126 (previous year Rs. 18,62,114).
Future outlook
The significant downturn seen in the year under review is expected to
continue into the first half of the next financial year. The company
expects the market to continue to contract and stabilize in early 2010.
The Company has good exposure to the Global market. The quality
products of the Company have received good response in the overseas
market. The thrust on the competitive strength, newer product
development and consoli- dation of customer relationship has resulted
into a bright future for the Company. The economy has witnessed sharp
fluctuations in value of Indian Rupee and profitability of the Company
will be substantially affected during the current financial year on
account of it.
Directorate
Shri Deepak N. Choksi, Director of the Company who retires by rotation,
and being eligible, offers himself for reappointment. Shri Deepak N.
Choksi having a rich experience of more than 29 years in the field of
dyes and chemicals and has also visited a number of European and Asian
countries as well as USA to acquaint himself of the latest technology.
He looks after commercial, financial, banking and administrative
aspects of the business.
Shri Durgesh V. Buch was appointed as additional Director of the
Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual
General Meeting. He is a Chartered Accountant and has rich experience
in the field of Finance, Accounts, taxation, audit, corporate planning
and management. Your Directors recommend his appointment.
Shri Bhargav D. Karia was appointed as additional Director of the
Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual
General Meeting. He is a Lawyer and has rich experience in the field of
Law. Your Directors recommend his appointment.
Shri Bankim M. Patel, Director of the Company resigned from the
directorship of the Company w.e.f. 09-12-2008. Your Directors express
their deep sense of appreciation for the valuable services rendered by
him during the tenure of their office.
Disclosure on Stock Exchanges
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd. The Company has paid neces- sary Listing fees for the
year*1>009-2010 to the Bombay Stock Exchange Ltd.
Fixed Deposits
The Company has not accepted any deposits from the public.
Insurance
All the properties and assets of the Company are adequately insured.
Energy, Technology and Foreign Exchange
In accordance with the provisions of section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, the relevant
information pertaining to conservation of energy, technology
absorption, foreign exchange earning and outgo is given in Annexure -1
to the Directors Report.
Corporate Governance
The Company has complied with the recommendations and code on Corporate
Governance. A separate Report on Corporate Governance together with the
Certificate from Auditors is provided in a separate Annexure.
Particulars of Employees
The information pursuant to the provisions of section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 is nil.
Personnel
Relations between the Employees and the Management continued to be
cordial during the year under review. Your Directors hereby place on
record their appreciation for the efficient and loyal services rendered
by the employees of the Company at all levels.
Directors Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors
state :
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. That the Directors have selected such accounting policies and
applied them consistently and made judge- ments and estimates that are
reasonable and prudent so as to give a true and a fair view of the
state of affairs of the Company at the end of the financial year ended
on 31.03.2009 and of the Profit of the Company for the year ended on
31.03.2009;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared annual accounts on a going concern
basis.
Auditors
M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office
until the conclusion of the ensuing Annual General Meeting. The Company
has received a certificate under section 224(1 )(B) of the Companies
Act, 1956 from them. You are requested to appoint the Auditors and fix
their remuneration.
Acknowledgement
Your Directors take this opportunity to express their gratitude for the
co-operation and support from its customers, vendors, bankers and
business associates and look forward to their continued support.
The Directors are also grateful to the shareholders for the confidence
reposed in the Company. Your Directors also wish to place on record
their sincere appreciation of the valuable contribution and efforts
made by all the employ- ees to achieve success in these trying times.
For and on behalf of the Board
Place: Ahmedabad DEEPAK N. CHOKSI
Date: 30-06-2009 Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article