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Directors Report of Eimco Elecon (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 41st Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated in this report.

1. HIGHLIGHTS OF PERFORMANCE

Total revenue for the year increased to Rs. 201.85 crores as compared to Rs. 197.79 crores in the previous year.

Profit before tax for the year was Rs. 30.08 crores as compared to Rs. 28.03 crores in the previous year.

Profit after tax for the year was Rs. 21.51 crores as compared to Rs. 20.16 crores in the previous year.

The Company supplied and installed on trial basis Chair Lift Man Riding System in one of the Coal mine of Coal India Ltd. This system is working satisfactory since installation. This is the Longest Chair Lift Man Riding System in India. We also received one order from M/S. Tata Steel Ltd. for for supply and installation of Chair Lift Man Riding System.

2. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2015 31-03-2014 (Rs. ) (Rs. )

Profit before Tax 3008.15 2803.61

Less: Provision for Taxation 856.30 787.06

PROFIT AFTER TAX 2151.85 2016.55

Add: Balance brought 306.65 360.03 forward from last year

2458.50 2376.58

APPROPRIATED AS

Proposed Dividend 288.42 230.74

Tax on Distributed Profit 59.05 39.21

Transfer to General 1700.00 1800.00 Reserve

Balance Carried 411.03 306.63 Forward

Total 2458.50 2376.58

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 5 /- (previous year Rs. 4/- ) per share of Rs. 10/- each for the year ended 31st March, 2015.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Company has no subsidiary and Joint venture companies.

Associated Companies :

Eimco Elecon Electricals Limited

Company holds 47.62% of Equity Shares of Eimco Elecon Electricals Ltd. The profit after Tax for the year ended 31st March, 2015 was Rs. 205.50 Lacs as against Rs. 137.27 Lacs for the year ended 31st March, 2014.

Wizard Fincap Limited

Company holds 24.95% of Equity Shares of Wizard Fincap Ltd. The profit after Tax for the year ended 31st March, 2015 was Rs. 5.78 Lacs as against loss of Rs. 3.34 Lacs for the year ended 31st March, 2014.

5. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.76 crores. During the year under review, the Company has not issued shares with differential voting nor granted stock options nor sweat equity.

6. FINANCE

Your Company continue to be debt free. The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

8. FIXED DEPOSITS

The Company has not accepted deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS

Mr. P. M. Patel retires by rotation and, being eligible, offers himself for reappointment.

Mrs. Manjuladevi Shroff was appointed as Additional Director w.e.f. 2nd February 2015 and would hold office upto forthcoming Annual General Meeting.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation.

Accordingly Mrs. Manjuladevi Shroff shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation. Members' approval for her appointment as an Independent Director, under Section 149 & 152 of the Companies Act, 2013 has been sought in the Notice convening Annual General Meeting of the Company. During the year, Mr. P. B. Patel and Mr. Vihang Virkar resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by them.

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.

None of the Director of your Company is disqualified as per the provisions. of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

10.1 Audit Committee:

The Board has constituted Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:

Mr. Nalin Shah (Chairman)

Mr. H. S. Parikh (Member)

Mr. Nirmal Bhogilal (Member)

Mr. P. M. Patel (Member)

Mr. P. C. Amin (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

10.2 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 (The Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10.3 Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10.4 Meetings

During the year five Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. 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 the Company's business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company's business. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure "A".

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

15. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure "G" to this Report.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company.

18. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 'B' to this Report along with the Auditors' Certificate on its compliance by the Company.

19. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of The Companies (Appointment and Remuneration of of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure 'C' to the Directors' Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of The Companies (Accounts) Rules, 2014 are given in Annexure 'D' forming part of this report.

21. AUDITORS

The Company's Auditors, Messrs Talati & Talati, Chartered Accountants, who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. They will hold office for two years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 43rd Annual General Meeting. As required under Clause 49 of he Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

22. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the Cost accounts of the Company for the financial year ending March 31, 2016 on a remuneration of Rs. 32,000/- Plus Taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure 'E".

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as "Annexure 'F".

25. RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 :

No. of complaints received : Nil

No. of complaints disposed off : N.A.

27. ACKNOWLEDGEMENT

The Board records its thanks to the Company's Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. C. Amin M. G. Rao Director Wholetime Director

Place : Vallabh Vidyanagar Date : 1st May, 2015


Mar 31, 2014

The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 40th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2014 31-03-2013 (Rs.) (Rs.)

profit before Tax 2803.61 2014.49

Less: Provision for Taxation 787.06 500.96

PROFIT AFTER TAX 2016.55 1513.53

Add: Balance brought 360.03 366.45 forward from last year 2376.58 1879.98

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Distributed profit 39.21 39.21

Transfer to General 1800.00 1250.00 Reserve

Balance Carried 306.63 360.03 Forward

Total 2376.58 1879.98

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs. 19779.05 Lacs (previous year Rs. 17556.97 Lacs). The net profit stood at Rs. 2016.55 Lacs (previous year Rs. 1513.53 Lacs).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4/- (previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st March, 2014.

4. INSURANCE

The whole of the properties of the Company have been suitably insured.

5. FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,1975. There were no unclaimed deposits as on 31st March, 2014.

6. DIRECTORS

Mr. P. C. Amin retires by rotation and, being eligible, offers himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

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

2. that they 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 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 financial year;

3. that they have taken proper and suffcient care 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;

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

8. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure 4 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors'' Certifcate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure-1 to this Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 to Report.

12. AUDITORS

The Auditors, M/s. Talati & Talati, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

13. COST AUDITORS

The Board has appointed M/s. Y. S. Thakar & Co. Cost Accountants, Vadodara (Regn. No.00318) to carry out the Cost Audit of the Company for the Financial year 2014-15.

14. ACKNOWLEDGEMENT

The Board records its thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Vice Chairman Whole time Director

Place : Mumbai Date : 24th April, 2014


Mar 31, 2013

To: The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 39th Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2013 31-03-2012 (Rs.) (Rs.)

Proft before exceptional 2014.49 1656.92 and extraordinary items and Tax

Exceptional items - Income Nil 898.83

from sale of Surface Drilling

Product Line

Less: Provision for Taxation 500.96 522.95

PROFIT AFTER TAX 1513.53 2032.80

Add: Balance brought 366.45 351.82

forward from last year 1879.98 2384.62

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Distributed Proft 39.21 37.43

Transfer to General 1250.00 1750.00

Reserve

Balance Carried 360.03 366.45

Forward

Total 1879.98 2384.62



2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs. 17556.97 Lacs (previous year Rs. 18070.74 Lacs). The net proft stood at Rs. 1513.53 Lacs (previous year Rs. 2032.80 Lacs).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4 /- (previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st March, 2013.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

During the year under review, your Company has not accepted any fxed deposits under the provisions of Section 58A of the Companies Act,1956 read with Companies (Acceptance of public Deposits) Rules,1975. There were no unclaimed deposits as on 31st March, 2013.

6. DIRECTORS

Mr. Vihang Virkar and Mr. Nirmal Bhogilal retire by rotation and, being eligible, offer themselves for reappointment. A brief profle of these Directors is appearing in Annexure 4 to this Report.

During the year Mr. Jal Patel resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by Mr. Jal Patel.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of your Company 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 they 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 fair view of the state of affairs of the company at the end of the fnancial year and of the proft or loss of the Company for the fnancial year;

3. that they have taken proper and suffcient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

8. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors'' Certifcate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors'' Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Company''s Auditors, Messrs Talati & Talati, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fx their remuneration.

The Certificate has been received from the Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act,1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certifcate issued by the peer Review Board of the ICAI.

13. COST AUDITORS

In compliance with the Central Government‘s order No.52/26/CAB-2010 dated January 24, 2012, the Board has appointed M/s. Y. S. Thakar & Co., Cost Accountants, Vadodara (Regn. No.00318) to carry out the cost Audit of the Company for the Financial year 2012-13.

14. ACKNOWLEDGEMENT

The Board records its thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Vice Chairman Wholetime Director

Place : Vallabh Vidyanagar

Date : 30th April, 2013


Mar 31, 2012

To:The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 38th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs)

31-03-2012 31-03-2011 (Rs.) (Rs.)

Profit before exceptional 1656.92 1968.57

and extraordinary items and

Tax

Exceptional items - Income 898.83 Nil

from sale of Surface Drilling Product Line

Less: Provision for Taxation 522.95 629.04

PROFIT BEFORE TAX 2032.80 1339.53

Add: Balance brought 351.82 330.45

forward from last year 2384.62 1669.99

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Proposed Dividend 37.43 37.43

Transfer to General 1750.00 1050.00

Reserve

Balance Carried 366.45 351.82

Forward

Total 2384.62 1669.99

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs 18070.74 Lacs (Previous Year Rs 18752.69 Lacs). The profit before exceptional items and tax stood at Rs 1656.92 Lacs (Previous Year Rs 1968.57 Lacs). During the year Company sold its Surface Drilling Product Line to Sandvik Asia Pvt. Ltd. for a consideration of Rs 1650 lacs. In view of the same, the Company has written off inventory of Rs 751.17 Lacs pertaining to the above business. The net amount of Rs 898.83 Lacs has been shown as Exceptional item.

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs 4 /- per share of Rs 10/- each for the year ended 31st March, 2012.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

Two Deposits aggregating to Rs 55,212 though matured were not claimed as on 31st March 2012.

6. DIRECTORS

Mr. P. C. Amin and Mr. P. M. Patel retire by rotation and, being eligible, offer themselves for reappointment. A brief profile of these Directors is appearing in Annexure 4 to this Report.

Mr. P. B. Patel, Managing Director will relinquish the office of Managing Director with effect from 1st June, 2012, however he will continue to be a Director of the Company.

During the year Mr. Shreevardhan Sinha and Mr. A. M. Deshpande, Directors, resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by Mr. Shreevardhan Sinha and Mr. A. M. Deshpande.

Mr. Nirmal Bhogilal was appointed as Additional Director w.e.f. 23-09-2011 and will hold office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. Nirmal Bhogilal's appointment in the ensuing Annual General Meeting as Director of the Company liable to retire by rotation.

Mr. M. G. Rao was appointed as Additional Director w.e.f. 08-09-2011 and will hold office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. M. G. Rao's appointment in the ensuing Annual General Meeting as Director of the Company. The Board of Directors appointed him as Whole time Director, subject to approval of members.

Mr. Nalin M. Shah was appointed as Additional Director w.e.f. 08-05-2012 and will holds office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. Nalin M. Shah's appointment in the ensuing Annual General Meeting as Director of the Company liable to retire by rotation.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

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

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period;

3. that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

8. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors' Certificate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Company's Auditors, Messrs Talati & Talati, Chartered Accountants, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. ACKNOWLEDGEMENT

The Board records it's thanks to the Company's Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Managing Director Whole time Director

Place : Mumbai

Date : 8th May, 2012


Mar 31, 2011

The Directors have pleasure in presenting their 37th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

31-03-2011 31-03-2010 (Rs.) (Rs.)

Profit before Depreciation, 260,492,775 260,471,964 & Provision for Taxation

Less: Depreciation 63,636,045 69,478,422

PROFIT BEFORE TAX 196,856,730 190,993,542

Less : Provision for 62,903,516 62,968,049 Taxation

PROFIT AFTER TAX 133,953,214 128,025,493

Add : Balance brought 33,045,674 31,926,236 forward from last year

166,998,888 159,951,729

APPROPRIATED AS

Proposed Dividend 23,073,540 23,073,540

Tax on Distributed Profit 3,743,105 3,832,515

Transfer to General 105,000,000 100,000,000 Reserve

Balance Carried 35,182,243 33,045,674 Forward

Total 166,998,888 159,951,729

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs.1875.24 million (previous year 1645.65 million). The net profit stood at Rs.133.95 million (previous year Rs.128.02 million).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4/- per share of Rs.10/- each for the year ended 31st March, 2011.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

Four Deposits aggregating to Rs.102,219 though matured were not claimed as on 31st March 2011.

6. DIRECTORS

Mr. H. S. Parikh and Mr. Shreevardhan Sinha retire by rotation and, being eligible, offer themselves for reappointment. A brief profile of these Directors is appearing in Annexure 4 to this Report.

The Directors have steered the Company through a significant growth phase over the years. It is proposed to pay commission to Non Executive Directors within the permissible limits of the net profits of the year to be calculated in accordance with provision of the Companies Act,1956. The commission is proposed to be paid to them for their valuable contribution at the Board and its committee meetings as well as time spent on matters other than at the meetings. Special Resolution is proposed for approval of members at the ensuing Annual General Meeting for payment of commission to Non-Executive Directors.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company 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 fair view of the state of affairs of the company at the end of the

financial year and of the profit or loss of the Company for that period;

3. that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

8. MANAGEMENTS DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors Certificate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Companys Auditors, Messers Talati & Talati, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. ACKNOWLEDGEMENT

The Board records its thanks to the Companys Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.



For and on behalf of the Board of Directors

P. B. Patel A. M. Deshpande Managing Director Wholetime Director

Place : Mumbai Date : 3rd May, 2011

 
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