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Directors Report of Elf Trading & Chemicals Manufacturing Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting before you the Thirty Forth Annual Report of the Company together with the Audited Statements of Accounts of ELF Trading & Chemicals Manufacturing Limited ("Company") for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Rs-) 2014-2015 2013-2014 Profit Before Interest, Depreciation & Tax 1,45,30,243 1,04,42,795

Less: Finance Costs 1,910 3,853

Profit Before Depreciation & Tax 1,45,28,333 1,04,38,942

Less: Depreciation 17,55,368 11,03,449

Profit Before Exceptional & Extraordinary Items & Tax 1,27,72,965 93,35,493

Add: Extraordinary Items - -

Profit Before Tax 1,27,72,965 93,35,493

Add/(Less): Tax Expense - 3,547

Profit After Tax 1,27,72,965 93,39,040

Profit Brought Forward 3,44,53,702 2,65,52,691

Total Profit Available for Appropriation 4,72,26,667 3,58,91,731

Appropriation:

Depreciation Charged Against Retained Earnings 1,62,809 -

On Equity Shares 3,74,400 3,74,400

Tax on Dividend 74,858 63,629

Transfer to General Reserve 13,00,000 10,00,000

Balance carried over to Balance Sheet 45,314,600 3,44,53,702

2. RESULTS OF OPERATIONS:

During the year under review, the Company has sold 355.975 MTs of various products earning revenue of Rs. 271.62 lacs against previous year sales of 368.86 MTs earning revenue of Rs. 264.42 lacs.

3. DIVIDEND:

The Directors are pleased to recommend final dividend for the year ended 31st March 2015, of Rs. 21- per Equity Share on 1,87,200 Equity Shares of Rs.10/- each absorbing Rs.4,49,258/- (including corporate dividend tax of Rs. 74,858/-) to the shareholders who hold the shares as on 6th August, 2015. The dividend will be declared in the Annual General Meeting based on approval of Members.

4. RESERVES:

The Company proposes to carry Rs. 13,00,000/- to General Reserves.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year under review the company earned good revenue as compared to last year by trading in Vegetable Oils etc.

Vegetable Oils Industry is expanding business due to high demand for edible oil for human consumption and non-edible oil for industrial consumption.

Your Company will continue taking advantage of good demand and keep trading in vegetable oils mainly for industrial users.

Going ahead we expect our end use customers to buy more products that are renewable in nature.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW;

The Company had 6 Board Meetings during the Financial Year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Dates on which Board Meeting(s) were held 27th May, 2014, 12th June, 2014, 07th August, 2014, 07th November, 2014, 30th January, 2015 & 12th March, 2015.

Name of Director No. of meetings held Attended during the Year

Shri Ashish A Choksi 6 6

Shri Manish M. Choksi 6 6

Shri Shailesh C. Choksi 6 6

Shri Shashikant M. Limdi (Resigned on 7th November, 2014) 6 3

Smt. Malini Shah (Appointed on 7th November, 2014) 6 3

Shri Apurva Shah 6 6

Shri Nishidh Shah (Appointed on 12th March, 2015) 6 1

8. COMMITTEES OF BOARD:

a.) Audit Committee:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Company as constituted an Audit Committee. As on 31st March 2015, the Audit Committee comprised of Shri Ashish A. Choksi, Shri Apurva K. Shah and Shri Nishidh P. Shah. Shri Ashish A. Choksi is the Chairman of the Committee.

During the year the Audit Committee met 5 times, details of attendance of members at Audit Committee meetings are as follows:

Name of Director No. of meetings held Attended during the Year

Shri Ashish A Choksi 5 5

Shri Apurva K. Shah 5 5

Smt Malini Shah (Appointed on 7 November, 2014) 5 2

Shri Nishidh P Shah (Appointed on 12tn March, 2015) 5 1

Shri Shashikant M. Limdi (Resigned on 7 November, 2014) 5 2

b.) Stakeholder Relationship Committee:

As per the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2013, the Company as constituted a Stakeholders Relationship Committee. As on 31st March 2015, the Stakeholders Relationship Committee comprised of Shri Ashish A. Choksi, Shri Shailesh C. Choksi and Smt. Malini Shah. Shri Ashish A. Choksi, is Chairman of the Committee.

During the year the Stakeholders Relationship Committee met 4 times, details of attendance of members at Committee meetings are as follows:

Name of Director No. of meetings held Attended during the Year

Shri Ashish A Choksi 4 4

Shri Shailesh C. Choksi 4 4

Shri Shashikant M. Limdi (Resigned on 7th November, 2014) 4 1

Smt. Malini Shah (Appointed on 7th November, 2014) 4 3

9. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Nomination & Remuneration Committee:

As per the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2013, the Company as constituted a Nomination & Remuneration Committee. As on 31s* March 2015, the Nomination & Remuneration Committee comprised of Shri Shailesh C. Choksi, Smt. Malini Shah and Shri Apurva Shah. Shri Shailesh Choksi is the Chairman of the Committee.

The Company's Policy relating to appointment of directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013

During the year the Nomination & Remuneration Committee met 2 times, details of attendance of members at Committee meetings are as follows:

Name of Director No. of meetings held Attended during the Year

Shri Shailesh C. Choksi 2 2

Shri Shashikant M. Limdi (Resigned on 7th November, 2014) 2 1

Smt. Malini Shah (Appointed on 7th November, 2014) 2 1

Shri Apurva Shah 2 2

10. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Malini Gaurang Shah (DIN: 06983341) appointed as Additional Director on 07th November, 2014 and Mr. Nishidh Prafulchandra Shah (DIN: 02604346) appointed as Additional Director on 12th March, 2015 and holds the said office till the date of the Annual General Meeting. A notice has been received from the members proposing their candidature for their appointment as Directors.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Director Mr. Apurva Shah shall hold office upto on 31st March, 2019 and Mr. Nishidh Shah shall hold office upto on 11th March, 2020.

Mr. Manish Mahendra Choksi (DIN: 00026496) and Mr. Ashish Ashwin Choksi (DIN: 00059132) retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Shashikant Limdi (DIN: 00061939) resigned from the Board w.e.f. 07th November, 2014 during the financial year. The Board placed on record its appreciation for the valuable service rendered by him.

Your Company is a small size company in comparison to the other listed Company and application of Section 203 of Companies Act 2013 is enforced with the commencement of the Act. The cost of employing the Key Managerial Personnel is quite high in comparison to the business and size of the Company. However the Company have appointed Mr. Shailesh Choksi as the Managing Director & Mr. Piyush Prajapati as the Chief Financial Officer of the Company with effect from 31st March 2015 in compliance of the section 203 of the Companies Act 2013 regarding which the auditors has given their emphasis.

12. DECLARATION OF INDEPENDENT DIRECTORS:

Mr. Nishidh Prafulchandra Shah and Mr. Apurva Shah are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement that:—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and of the profit and loss of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provision of Section 135 of the Companies Act, 2013 with respect to the Corporate Social Responsibility are not applicable to the Company.

15. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 1 and is attached to this Report.

16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no Foreign Exchange Inflow or Outflow during the year under review.

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

20. STATEMENT CONCERNING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS. TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;

There are no such significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

22. RATIO OF DIRECTOR'S REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DICLOSURES:

None of the Directors is receiving any remuneration except sitting fees.

23. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees.

24. SUBSIDIARIES:

The Company does not have any Subsidiary.

25. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

26. SHARE CAPITAL:

There is no change in the Share Capital of the Company. As on 31st March, 2015, the issued, subscribed and the paid up share capital of the Company stood at Rs. 18,72,000/- comprising of 1,87,200/- Equity Shares of Rs. 10/- each.

27. CORPORATE GOVERNANCE:

Your Company does not attract the provisions pertaining to Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement with the BSE Ltd., therefore question of obtaining a certificate from the Auditors of the Company does not arise.

28. INTERNAL CONTROL SYSTEMS:

The Company's internal systems are audited by Mr. Noratan Mai Prajapat, Chartered Accountants. The Internal Auditor independently evaluates the adequacy of internal controls and review major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

29. STATUTORY AUDITOR:

The Auditor, M/s Kamlesh T. Mody & Company, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

30. SECRETARIAL AUDITOR;

The Board has appointed Mr. Bhupendra K. Shroff, Practicing Company Secretary, to conduct the Secretarial Audit for the Financial Year 2014-15, as required under section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure 2 to this Report.

31. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000/- per month or Rs.60,00,000/- per annum. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For ELF Trading & Chemicals Manufacturing Limited

Date: 18th May, 2015 Ashish Ashwin Choksi Place: Mumbai (Chairman) (DIN: 00059132)


Mar 31, 2014

Dear Members,

The Directors having pleasure in presenting the Thirty Third Annual Report together with audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax 1,04,42,795 93,94,429

Less: Finance Costs 3,853 2,826

Profit before Depreciation & Tax 1,04,38,942 93,91,603

Less: Depreciation 11,03,449 11,59,895

Profit Before Exceptional & Extraordinary 93,35,493 82,31,708 items & Tax

Add: Exceptional Items - -

Profit before Extraordinary Items and Tax 93,35,493 82,31,708

Add: Extraordinary Items - -

Profit before Tax 93,35,493 83,06,065

Add/(Less): Tax expense 3,547 74,357

Profit After Tax 93,39,0401 83,06,065

Profit brought forward 2,65,52,691 1,95,34,655

Total Profit available for Appropriation 3,58,91,731 2,78,40,720

Appropriation:

Dividend

On Preference Shares - -

On Equity Shares 3,74,400 3,74,400

Tax on Dividend 63,629 63,629

Transfer to Capital Redemption Reserve - -

Transfer to General Reserve 10,00,000 8,50,000

Balance carried over to Balance Sheet 3,44,53,702 2,65,52,691



OPERATION:

During the year under review, the Company has sold 368.86 MTs of various products earning revenue of Rs. 264.42 lacs against previous year sales of 386.48 MTs earning revenue of Rs. 256.09 lacs.

DIVIDEND:

The Directors are pleased to recommend to the Annual General Meeting the declaration of final dividend for the year ended 31st March 2014, of Rs. 2/- per Equity Share on 1,87,200 Equity Shares of Rs.10/- each absorbing Rs. 4,38,029/- (including corporate dividend tax of Rs. 63,629/-) to the shareholders who hold the shares as on 29th July 2014.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, there are no employees drawing any remuneration over Rs.5,00,000/- per month or Rs.60,00,000/- per annum.

DIRECTORS:

Mr. Ashish Choksi & Mr. Apurva Shah retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014;

c) proper and sufficient care has been taken for 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;

d) the annual accounts have been prepared on a going concern basis.

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

The Company has no manufacturing activity and therefore, the particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in so far as it relates to the conservation of Energy and Technology Absorption is not applicable. The Company had no Foreign Exchange Earnings & Outgo during the year. The Directors of the Company keep themselves updated by participating in technical seminars and reading published articles. There was no expenditure on research during the year.

AUDITORS:

M/s. Kamlesh T. Mody & Company, Chartered Accountants (ICAI Registration No. 032170), Statutory Auditor are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing AGM. M/s. Kamlesh T. Mody & Company, Chartered Accountants are being appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Kamlesh T. Mody & Company that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMPLIANCE CERTIFICATE:

Your Company does not attract the provisions pertaining to Corporate Governance as stipulated under Clause 49 of Listing Agreement with the Stock Exchange, Mumbai, therefore the question of obtaining a certificate from Auditors of the Company does not arise.

The Board of Directors has taken cognizance of the 'Voluntary Guidelines on Corporate Governance issued by the Ministry of Company Affairs (MCA) in December 2009. These guidelines are recommendatory in nature. The Board would consider adopting the relevant provisions on the said guidelines to the extent applicable as and when deemed appropriate.

SECRETARIAL COMPLIANCE CERTIFICATE:

Mr. Bhupendra K. Shroff, Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2013-14. Mr. Bhupendra K. Shroff has submitted the Report confirming compliance with the applicable provisions of the Companies Act, 1956 and the said report annexed forms part of this report.

By the Order of the Board For ELF Trading and Chemicals Manufacturing Limited

Sd/-

Mumbai ASHISH A CHOKSI Date: 27th May 2014 CHAIRMAN




Mar 31, 2013

To The Member, ELF TRADING AND CHEMICALS MANUFACTURING LIMITED

The Directors having pleasure in presenting the Thirty Second Annual Rep0rt together with audited Statement of Accounts for the year ended 31 March 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012

Profit before Interest. Depreciation & Tax 93,94,429 76,94,426,

Less: Finance Costs

Less: Depreciation

Profit Before Exceptional & Extraordinary items & 82,31,708 56.005600 Tax

Add: Exceptional Items

82.31,708 53.60,980

Total Profit available for Appropriation 2,78,40,7

Appropriation:

Dividend 42 466

On Preference Shares

On Equity Shares 738

Tax on Dividend 629 1,48,738,

Transfer to Capital Redemption Reserve

Balance carried over to Balance Sheet 2,65.52,691



OPERATION:

During the year under review, the Company has sold 386.48 MM 4 products earning revenue of Rs. 256.09 lacs against previous year sales of 268.83 MTs earning revenue of Rs. 177.47 lacs.

DIVIDEND:

The Directors are pleased to recommend to the Annual General Meeting thelaration of fma dividend for the year ended 31* March 2013, of Rs. 2/- per Equity Share on T87 200 Equity Shares of Rs.10/- each absorbing Rs. 4,38,029/- (including corporate dividend laV of Rs. 63,629/-) to the shareholders who hold the shares as on 26th July 2013.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, there are no employees drawing any remuneration over Rs.5,00,000/- per month or Rs.60,00,000/- per annum.

DIRECTORS:

Mr, Shailesh Choksi & Mr. Manish Choksi retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting. Mr, Apurva Shah was inducted on the Board as an Additional Director of the Company w,e.f 301h July, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Slate of Affairs of the Company as at 31s'' March, 2013 and of the Profit of the Company for die year ended 3 lil March, 2013;

c) proper and sufficient care has been taken for 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;

d) the annua! accounts have been prepared on a going concern basis.

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

The Company has no manufacturing activity and therefore, the particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in so far as it relates to the conservation of Energy and Technology Absorption is not applicable. The Company had no Foreign Exchange Earnings &. Outgo during the year. The Directors of the Company keep themselves updated by participating in technical seminars and reading published articles. There was no expenditure on research during the year,

AUDITORS:

M/s. Kamlesh T. Mody & Company, Chartered Accountants, Mumbai, will retire as the Statutory Auditors of the Company at the ensuing AGM. M/s. Kamlesh T. Mody &

Company have confirmed that their re-appointment, if made, would be in conformity with the provisions of Sections 224 & 226 of the Companies Act, 1956, and also indicated their willingness to be re-appointed. Your Directors recommend their re-appointment for the ensuing year.

COMPLIANCE CERTIFICATE:

Your Company does not attract the provisions pertaining to Corporate Governance as stipulated under Clause 49 of Listing Agreement with the Stock Exchange, Mumbai, therefore the question of obtaining a certificate from Auditors of the Company does not arise.

The Board of Directors has taken cognizance of the ''Voluntary Guidelines on Corporate Governance issued by the Ministry of Company Affairs (MCA) in December 2009. These guidelines are recommendatory in nature. The Board would consider adopting the relevant provisions on the said guidelines to the extent applicable as and when deemed appropriate.

SECRETARIAL COMPLIANCE CERTIFICATE:

Mr. Bhupendra K. Shroff, Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act. 1956, for me financial year 2012-13. Mr. Bhupendra K, Shroff has submitted the Report confirming compliance with the applicable provisions of the Companies Act, 1956 and the said report annexed forms part of this report.

By the Order of the Board

For ELF Trading and Chemicals Manufacturing imited



Date: 30th May 2013 CHAIRMAN


Mar 31, 2012

To The Members, ELF TRADING AND CHEMICALS MANUFACTURING LIMITED

The Directors have pleasure in presenting the Thirty First Annual Report together with audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs.) (Rs.)

Revenue from Operations (Net) 1,77,46,669 1,08,74,169

EBITDA 76,94,426 60,83,716

Less: Finance Costs - -

Less: Depreciation 23,33,446 23,17,941

Profit Before Tax 53,60,980 37,65,775

Add/(Less): Tax expense - (46,574)

Profit After Tax - 53,60,980 37,19,201

Less: Minority Interest - -

Profit attributable to shareholders of the Company 53,60,980 37,19,201

Opening balance in Statement of Profit & Loss 2,47,89,279 2,26,66.580

AMOUNT AVAILABLE FOR APPROPRIATION 3,01,50,259 2,63,85,781

That the Directors recommend for appropriation as under:

Dividend On Preference Shares 5,42,466 6,76,603

On Equity Shares 3,74,400 3,74,400

Tax on Dividend 1,48,738 1,70,499

Transfer to Capital Redemption Reserve 90,00,000 -

Transfer to General Reserve 5,50,000 3,75,000

Closing balance in Statement of Profit & Loss 1,95,34,655 2,47,89,279

OPERATION:

During the year under review, the Company has sold 268.83 MTs of various products earning revenue of Rs.177.47 lacs against previous year sales of 193.17 MTs earning revenue of Rs. 108.74 lacs.

DIVIDEND:

During the year Company had redeemed 9,00,000, 8% Cumulative Redeemable Non Convertible Preference Shares of Rs.10/- each on 1st January, 2.012. As per the terms of the issue, dividend at the rate of Rs.0.60/- was paid to the Preference Shareholders absorbing Rs.6,30,467/- (including a corporate dividend tax of Rs.88,001/-) who hold the shares of the Company as on 31st December, 2011.

Your Directors recommend for payment of dividend for the year ended 31st March 2012, of Rs. 2/- per Equity Share on 1,87,200 Equity Shares of Rs.10/- each absorbing Rs. 4,35,137/- (including corporate dividend tax of Rs. 60,737/-) to the shareholders who hold the shares as on 27th July 2012.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

EMPLOYEES:

There are no employees drawing any remuneration over Rs. 5,00,000/- per month or Rs.60,00,000/- per annum.

DIRECTORS:

Mr. Shashikant M. Limdi & Mr. Ashish Ashwin Choksi retires by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. Mr. Manish Mahendra Choksi was inducted on the Board as an Additional Director of the Company w.e.f 30th May, 2012 and Mr. Mahendra Choksi ceased to be the Director of the Company w.e.f 31st May, 2012. The Board deeply mourned the death of Director Mr. Hemendra Shah on 12th May, 2012 and took note of precious, valuable and experience advice Company was getting from him.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 Profit and Loss of the Company for that period;

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

d) that the Directors had prepared the annual accounts for the financial year ended March 31,2012 on a "going concern" basis.

AUDITORS:

The Company's Auditors M/s. Kamlesh T. Mody & Company, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend their re-appointment for the ensuing year.

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

The Company has no manufacturing activity and therefore, the particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in so far as it relates to the conservation of Energy and Technology Absorption is not applicable. The Company had no Foreign Exchange Earnings & Outgo during the year. The Directors of the Company keep themselves updated by participating in technical seminars and reading published articles. There was no expenditure on research during the year.

COMPLIANCE CERTIFICATE:

Your Company does not attract the provisions pertaining to Corporate Governance as stipulated under Clause 49 of Listing Agreement with the Stock Exchange, Mumbai, therefore the question of obtaining a certificate from Auditors of the Company does not arise.

The Board of Directors has taken cognizance of the Voluntary Guidelines on Corporate Governance issued by the Ministry of Company Affairs (MCA) in December 2009. These guidelines are recommendatory in nature. The Board would consider adopting the relevant provisions on the said guidelines to the extent applicable as and when deemed appropriate.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Practising Company Secretary, certifying that the Company has complied with all the provisions of the Companies Act, 1956 is given as the annexure and forms part of this report.

By the Order of the Board

For ELF Trading and Chemicals Manufacturing Limited

Sd/-

Mumbai ASHISH A CHOKSI

Date: 30th May 2012 CHAIRMAN


Mar 31, 2010

The Directors having pleasure in presenting the Twenty - Ninth Annual Report together with audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009 Rs. Rs.

Net profit before tax 44,56,538 13,55,578

Less: Provision for taxation - -

Less : Security transaction tax paid (1952) (908)

Net profit after tax 44,54,586 13,54,670

Add: Balance brought forward from last Balance Sheet 1,84,98,950 1,33,36,908

Add: Adjustment of income/expenses of earlier years (9,498) 2,521

Less: Adjustment of taxes for earlier years - (2,00,291)

Add/(Less): Provision for diminution in value of

investments 6,09,128 (6,01,792)

AMOUNT AVAILABLE FOR APPROPRIATION 2,35,53,167 1,38,92,016

APPROPRIATIONS:

Dividend 3,74,400 3,74,400

Corporate Dividend Tax 62,188 63,629

Transfer to General Reserve 4,50,000 1,40,000

Balance carried to Balance Sheet 2,26,66,579 1,33,13,987

2,35,53,167 1,38,92,016



OPERATION:

During the year under review, the Company has sold 179.06 MTs of various products earning revenue of Rs.82.95 lacs against previous year sales of 250.60 MTs earning revenue of Rs. 129.84 lacs.

DIVIDEND:

The Directors recommend for payment of dividend for the year ended 31st March 2010, of Rs. 2.00/- per Equity Share on 1,87,200 Equity Shares of Rs.10/- each absorbing Rs. 4,36,588/-(including corporate dividend tax of Rs. 62,188/-) to the shareholders who hold the shares as on 31st August 2010

AMALGAMATION OF M/S JATAYU INVESTMENTS LIMITED:

Honble High Court of Mumbai vide their order dated 16th October 2009 approved the scheme of amalgamation of M/s. Jatayu Investments Limited, a wholly owned subsidiary of the Company with our Company with effect from 1st April 2009. Consequently the accounts of the Company include the accounts of M/s. Jatayu Investments Limited for the year 2009 - 2010. Hence the figures of the previous year are not comparable with the current year.

The details of the accounting treatment of the amalgamation/merger are explained in Note No. 1 (O) to the Notes to Accounts (Schedule J)

PREFERENCE SHARES:

Company had issued 9,00,000 8% Cumulative Redeemable Non Convertible Preference Shares of Rs. 10/- each by the virtue of special resolution passed by the members of the Company in their Extra Ordinary General meeting held on 12th April 2010. The funds raised were utilized for the purpose for which these Preference Shares were issued. Since the profit as aforesaid mentioned is as on 31st March 2010 before the allotment of Preference Shares, these shares are not eligible for dividend this year.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

EMPLOYEES:

There are no employees drawing any remuneration over Rs. 2,00,000/- per month or Rs.24,00,000/- per annum.

RETIREMENT OF DIRECTORS:

Mr. Shashikant M Limdi and Mr. Shailesh C Choksi retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 Profit and Loss of the Company for the year ended under review;

c) 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;

d) That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a "going concern" basis.

AUDITORS REPORT:

With reference to the note referred by the Auditors, the Company till now had considered various companies referred to in the notes, as companies under the same management / group. Based on the legal opinion on section 370 of the Companies Act 1956, companies referred to in the notes cannot be considered as companies under the same management / groups.

AUDITORS:

The Companys Auditors M/s. Kamlesh T. Mody & Company, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend their appointment for the ensuing year.

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

The Company has no manufacturing activity and therefore, the particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in so far as it relates to the conservation of Energy and Technology Absorption is not applicable. The Company had no Foreign Exchange Earnings & Outgo during the year. The Directors of the Company keep themselves updated by participating in technical seminars and reading published articles. There was no expenditure on research during the year.

COMPLIANCE CERTIFICATE:

Your Company does not attract the provisions pertaining to Corporate Governance as stipulated under Clause 49 of Listing Agreement with the Stock Exchange, Mumbai, therefore the question of obtaining a certificate from Auditors of the Company does not arise.

The Board of Directors has taken cognizance of the Voluntary Guidelines on Corporate Governance issued by the Ministry of Company Affairs (MCA) in December 2009. These guidelines are recommendatory in nature. The Board would consider adopting the relevant provisions on the said guidelines to the extent applicable as and when deemed appropriate.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 3 83 A of the Companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Practising Company Secretary, certifying that the Company has complied with all the provisions of the Companies Act, 1956 is given as the annexure and forms part of this report.



By the Order of the Board For ELF Trading and Chemicals Manufacturing Limited

Sd/-

(ASHISH A CHOKSI) CHAIRMAN

Mumbai

Date: 30th July 2010





 
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