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:Â
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