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Directors Report of Gorani Industries Ltd.

Mar 31, 2015

To,

The Members,

Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Twentieth Annual Report of your Company together with the audited financial statement for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars 2014-15 2013-14

Total Revenue 622.37 425.36

Profit before Finance - 43.62 - 27.57

Cost, Depreciation & Amortization Expense

Less:

Finance Costs 2.69 0.65

Depreciation & Amortization expense 15.33 18.02 23.16 23.82

Net Profit/(Loss) - 25.60 - 3.75 before extra ordinary & exceptional items & tax

Tax Expense

Current Tax - - - -

Deferred Tax - - - -

Net Profit/ (Loss) - 25.60 - 3.75 after tax

The profit for the year is adjusted against the previous year's losses.

2. PERFORMANCE AND THE STATE OF COMPANY AFFAIRS :

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 622.37 Lakhs as against that of Rs. 425.36 Lakhs during the previous year registering growth of 46.31%. The company has earned net profit of Rs. 25.60 lakhs during the financial year against net profit of Rs. 3.75 Lakhs in the previous year registering many fold growth.

The company is in the business of production and sales of kitchen and home appliances since 1996. Its main products are LPG stoves, induction cooker, gas geyser etc. carrying the brand name of Blowhot and

Online. It does its business through a strong network of dealer and distributors all over central, south and north India. The legendary products of the Company like NUTAN reflect the sophistication of the products and the reliability as well as exquisite look. The company is in the process of implementing strategies to capitalize available opportunities. The long term growth of home appliances is secure given India's low ownership of appliances even in urban markets.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND :

Looking to the financial position of the company directors is not recommending any dividend for the year.

4. DIRECTORS :

Mr. Sanjay Gorani (Holding DIN: 00055531) is liable to retire by rotation and being eligible offers himself for reappointment.

During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245), Independent Non executive director of the company resigned from the directorship on 31st July, 2014.

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 proposed Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Nomination and Remuneration Policy are attached herewith as Annexure I.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.goraniindustries.com/investors/

5. AUDITORS :

M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm Registration No. 00161C, statutory auditors ratified by the members of the company for the financial year 2015-2016. They have furnished a written consent and certificate confirming their eligibility pursuant to the provisions of section 141 of the Companies Act, 2013 and rules made thereunder for the financial year 2015-2016.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

6. INTERNAL AUDITOR :

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) has been reappointed as internal auditor of the company for the financial year 2015-16 in the Board Meeting held on 31st July, 2015.

7. SECRETARIAL AUDITOR :

M/s. Manish Jain & Co., Practicing Company Secretaries has been reappointed for issuance of Secretarial Audit Report for the financial year 2015-16 in the Board Meeting held on 31st July, 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

8. RELATED PARTY TRANSACTIONS :

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013 during the year under review. Also there were no material related party transactions in terms of clause 49 of the listing agreement.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed on Company's website at the link: http://www.goraniindustries.com/investors/

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

9. MEETINGS :

Four meeting of Board of Directors were held during the year. 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.

10. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

11. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return, in Form MGT -9, for the Financial Year 2014-15 has been annexed with this report as Annexure III.

12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in Annexure IV forming part of this report.

13. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Directors/ KMP of the Company are furnished in Annexure V :

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURES:

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Shri Sandeep Kumar Jain (Chairman), Shri Shayam Sunder Jhawar and Ms. Rashi Joshi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement to deal with instance of fraud and mismanagement, if any. Protected disclosures can be made by a whistle blower either personally or over telephone to the Chairman of the Audit Committee, which should be followed by a written communication. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.goraniindustries.com/investors/.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state 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) 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. CORPORATE GOVERNANCE :

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

17. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

18. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the year the company has framed the Risk Management Policy which highlights the Company's practices and risk management framework for the identification and management of uncertainty The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Company's business and to ensure that the Board regularly reviews the risk management and oversight policies.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate system of management- supervised internal control, which is aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. These ensure that all corporate policies are strictly adhered to an absolute transparency is followed in accounting and all its business dealings.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The company ensures adherence to all internal control policies and procedures. A qualified and independent audit committee of the Board, comprising the independent directors reviews the adequacy of internal control.

20. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of particulars of loans, guarantees or investments under section 186.

2. Details relating to deposits covered under Chapter VI of the Act.

3. Details about the policy developed and implanted by the company on corporate social responsibility initiatives.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any Employee Stock Option scheme.

6. Neither the Managing Director nor the Whole- time Directors of the Company receive any commission.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. ACKNOWLEDGEMENT :

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

Anil Gorani

(Holding DIN 00055540)

Chairman

Place: Indore

Date: July 31, 2015

Regd. Office :

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)


Mar 31, 2014

The Members,

Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Nineteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS: (Amount in Lacs)

Particulars 2013-14 2012-13

Total Revenue 425.36 291.61

Profit before Finance - 27.57 - 23.26

Cost, Depreciation & Amortization Expense

Less:

Finance Costs 0.65 23.16

Depreciation & 23.82 0.92

Amortization expense 23.91 24.83

Net Profit/(Loss) - 3.75 - (1.57) before extra ordinary & exceptional items & tax

Tax Expense

Current Tax - -

Deferred Tax - - - -

Net Profit/ (Loss) 3.75 (1.57) after tax

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 425.36 Lakhs as against that of Rs. 291.61 Lakhs during the previous year. The company has earned net profit of Rs. 3.75 Lakhs during the financial year against loss of 1.57 lacs in the previous year.

3. DIVIDEND:

Looking to the financial position and to conserve the resources of the company directors is not recommending any dividend for the year.

4. DIRECTORS:

Mr. Anil Gorani (Holding DIN 00055540) is liable to retire by rotation and being eligible offers himself for reappointment. Mr. Anil Gorani (Holding DIN 00055540) is a graduate in B.E. (electronics) and also has rich experience in the manufacturing, operation and working of the company and is being associated with the Company since its inception. Being technically well qualified, he has significantly contributed to its all round growth particularly from technical production point of view. He has specifically been instrumental in designing the new product layout and its approval from various standard approval agencies. Presently he is also involved in materialising the benefits to be accrued to the company through Carbon Credit Mechanism.

Mr. Shyam Sunder Jhawar (Holding DIN 02424283) and Mr. Sandeep Kumar Jain (Holding DIN 03534578) appointed as Independent Director of the Company pursuant to the provisions of Companies Act, 2013 and rules made thereunder and also as per proposed revised Clause 49 of the listing agreement and in respect of whom the Company has received a notice in writing from a member proposing their candidature for the office of Director for five consecutive years for a term up to 31st March, 2019.

During the year Mr. Dinesh Kumar Maheshwari (Holding DIN 02424245), Independent Non executive director of the company resigned from the directorship on 31st July, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and as per proposed revised Clause 49 of the listing agreement Ms. Rashi Joshi (Holding DIN- 06920858) was appointed as an Additional Director designated as an Independent Woman Director w.e.f. July 31, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her for appointment as an Independent Woman Director.

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 proposed Clause 49 of the Listing Agreement with the Stock Exchange.

5. COMPANY SECRETARY:

Mrs. Arpita Jain bearing Membership No. 24898 appointed as Whole-time Secretary of the Company (Key Managerial Personnel) pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made thereunder and also as per the Listing Agreement in the Board Meeting held on 31st July, 2014.

6. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, bearing Firm Registration No. 00161C, statutory auditors holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. They have furnished consent letter and a certificate to the effect that their appointment, if made, would be within the limits prescribed under the Section 139 of the Companies Act, 2013 and rules made thereunder.

7. INTERNAL AUDITOR

M/s Navin Sapna & Co., Chartered Accountants (bearing firm registration no. 010507C) has been appointed as internal auditor of the company for the financial year 2014-15 in the Board Meeting held on 30th May, 2014.

8. SECRETARIAL AUDITOR:

M/s. Manish Jain & Co., Practicing Company Secretaries has been appointed for issuance of Secretarial Audit Report for the financial year 2014-15 in the Board Meeting held on 30th May, 2014.

9. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

10. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 as at 31st March, 2014 and of profit and loss account of the profit for the year ended 31st March, 2014.

c. 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been paid which accrued to be nominal.

13. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached to this report.

14. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

Anil Gorani

(Holding DIN 00055540) Chairman

Place: Indore

Date: 31st July, 2014

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)


Mar 31, 2013

To, The Members of Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Eighteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs) (Rs. in Lacs) 2012-2013 2011-2012

Gross Turnover 290.95 332.16

Profit Before Depreciation 22.35 0.45

Depreciation 23.92 25.35

Provisions For Taxation 0.00 0.00

Profit After Taxation (1.57) (24.90)

Add Profit/(Loss) Brought Forward (241.13) (216.23)

Surplus/(Deficiency) Carried (242.71) (241.13)

To Balance Sheet

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross manufacturing Turnover of Rs. 290.45 Lacs as against that of Rs. 145.52 Lacs during the previous year. Hence the company has incurred a substantially reduced loss of Rs. 1.57 Lacs during the financial year against loss of 24.90 lacs in the previous year.

3. DIVIDEND:

Looking to the Financial Position of the Company Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Dinesh Kumar Maheshwari and Shri Sandeep Kumar Jain are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the year the Company has appointed Shri Nakul Gorani as Director and Smt. Manju Gorani resigned from Directorship as on 20.03.2013.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have furnished a certificate to the effect that their appointment, if made, would be with in the prescribed limit under Section 224(1B) of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 as at 31st March, 2013 and of profit and loss account of the profitforthe year ended 31st March, 2013.

c. The Directors have taken proper and sufficient care forthe 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of very few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been recognized as payable.

10. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board

San jay Gorani

Chairman & Managing Director

Place: Indore

Date: 30th May, 2013

Regd. Office:

Plot No. 32-33, Sector

F, Sanwer Road, Industrial Area,

Indore-452015 (M.P.)


Mar 31, 2012

To,The Members of Gorani Industries Limited

The Directors have great pleasure in presenting herewith the Seventeenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs)

2011-2012 2010-2011

Gross Turnover 332.16 291.95

Profit Before Depreciation 0.45 32.18

Depreciation 25.35 20.68

Provisions For Taxation 0.00 0.00

Profit After Taxation (24.90) 11.50

Add Profit/(Loss) Brought Forward (216.23) (227.63)

Surplus/(Deficiency) Carried (241.13) (216.13)

To Balance Sheet .

2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 332.16 Lakhs as against that of Rs. 291.95 Lakhs during the previous year. The company has incurred a loss of Rs. 24.90 Lakhs during the financial year.

3. DIVIDEND:

Looking to the Financial Position of the Company your Directors are not recommending any dividend for the , year.

4. DIRECTOR:

Shri Shayam Sunder Jhawar and Smt Manju Gorani are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself/herself for re-appointment.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

They .have furnished a certificate to the effect that their appointment if made, would be with in the prescribed limit under Section 224(1B) of the Companies Act, 1956. . '

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A.'of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of "the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 as at 31st March, 2012 and of profit and loss account of the profit for the year ended 31s' March, 2012.

c. 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of few delays in payments of statutory dues like PF, ESIC, TDS etc. applicable interest has also been paid which accrued to be nominal.

10. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By Order of the Board



Sanjay Gorani

Chairman & Managing Director

Place: Indore

Date : 30'" May, 2012

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015 (M.P.)


Mar 31, 2011

To The Members of Gorani Industries Limited

The Directors-have great pleasure in presenting herewith the Sixteenth Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Particulars (Rs. in Lacs)

2010-11 2009-10

Gross Turnover 291.95 407.59

Profit Before Depreciation 32.18 29.46

Depreciation 20.68 23.17

Provisions For Taxation 0.00 0.00

Profit After Taxation 11.50 6.29

Add Profit/(Loss) Brought Forward (227.65) (233.90)

Surplus/(Deficiency) Carried (216.23) (227.65)

To Balance Sheet



2. PERFORMANCE:

During the financial year under review, your Company has achieved a Gross Turnover of Rs. 291.95 Lakhs as against that of Rs. 407.59 Lakhs during the previous year. The company has achieved net profit of Rs. 11.50 Lakhs during the financial year as against that of Rs. 6.29 Lakhs during the previous year.

3. DIVIDEND:

Looking to the Financial Portion of the Company your Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Dinesh'Kumar Maheshwari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

5. AUDITORS:

M/s. B.O. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

They have furnished a certificate to the effect that their appointment, if made, would be with in the prescribed limit under Section 224(18)of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58A of The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 DF THE COMPANIES ACT19S6:

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to purchase and sales.

b. 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 as at 31st March, 2011 and of profit and loss account of the profit for the year ended 31st March, 2011.

c. 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 deleting * fraud and of her-irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanctioned letter of the bankers.

f. In cases of very few delays in payments of statutory dues like PF, ESIC, TOS etc. applicable interest has also been paid which accrued to be nominal.

10. CORPORATE GOVERVANCE:

A Separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached to this report.

11. ACKNOWLEDGEMENT:

The Board wises to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the company and thank them for their continued support.

By order of the Board

Sanjay Gorani

Chairman & Managing Director

Place: Indore

Date: 30th August, 2011

Regd. Office:

Plot No. 32-33, Sector F,

Sanwer Road, Industrial Area,

Indore-452015(M.P.)


Mar 31, 2010

The Directors have great pleasure in presenting here- with the Fifteenth Annual Report of your Company to- gether with the Audited Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

2009-10 2008-09

Gross Turnover 407.59 428.72

Profit Before Depreciation 29.46 56.23

Depreciation 23.17 23.02

Provisions for Taxation 0.00 0.10

Net Profit After Taxation 6.29 33.11

Add Profit/Loss Brought forward (233.90) (267.01)

Surplus/(Deficiency) Carried (227.65) (233.90) to Balance Sheet

2. PERFORMANCE

During the financial year under review, your Com- pany has achieved a Gross Turnover of Rs. 407.59 Lakhs as against that of Rs.428.72 Lakhs during the previous year. The company has achieved net profit of Rs.6.29 Lakhs during the financial year.

3. DIVIDEND:

Looking to the Financial Position of the Company your Directors are not recommending any dividend for the year.

4. DIRECTORS:

Shri Anurag Nandecha is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

5. AUDITORS:

M/s. B.D. Sharda & Co., Chartered Accountants, holds office until the conclusion of the ensuing An- nual General Meeting and are eligible for re-appoint- ment. They have furnished a certificate to the ef- fect that their appointment, if made, would be with in the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

6. FIXED DEPOSIT:

The Company has not accepted any Deposits under the provisions of section 58Aof The Companies Act, 1956 and the Rules made there under.

7. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:

No employees in the Company have been paid re- muneration in excess of the limits prescribed under section 217(2 A) of The Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earn- ings and outgo as required under section 217(1 )(e) of the Companies Act, 1956 read with the Compa- nies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure 1 forming part of this report.

9. DIRECTORS RESPONSIBILITY STATE- MENT:

Pursuant to sub-section (2 A A) of section 217 of the Companies Act, 1956, the Board of Directors hereby state and confirm that:

a. In preparation of annual accounts, the ap- plicable accounting standards have been followed along with proper explanation re- lating to purchase and sales.

b. The Directors have selected such account- ing 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 as at 31st March, 2010 and of profit and loss account of the profit for the year ended 31st March, 2010.

c. The Directors have taken proper and suffi- cient 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 deleting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. Interest Free Unsecured Loan is taken from the directors and promoters in pursuance of conditions stipulated in the sanction let- ter of the bankers.

8. CORPORATE GOVERNANCE:

A Separate report on Corporate Governance along with Auditors Certificate on its compliance is at- tached to this report.

9. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co-operation being received from the Banks, Share Transfer Agent, Stock Exchanges, and Share Holders, customers, staff and workers of the com- pany and thank them for their continued support.

By order of the Board

SD/-

Sanjay Gorani

Chairman & Managing Director

Place : Indore

Date :30th July, 2010


Mar 31, 2000

The Directors have pleasure in presenting the Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31st, 2000.

FINANCIAL RESULT

(Rs. in Lacs) Current Year Previous Year

Sales 750.56 914.92 Profit before Depreciation, Interest and Miscellaneous

expenses written off 74.23 88.11

Interest 37.41 47.11

Depreciation 26.20 25.60

Miscellaneous exps. written off 9.45 11.97

Profit/(Loss) for the year 1.17 03.43

Balance brought forward (26.11) (29.54) Net Profit/(Loss) carried to

Balance Sheet (24.94) (26.11)

PERFORMANCE

The year under review was an unprecedented challenging and competitive year for your company and other manufactures in the Kerosene Wick Stoves Industries. This was primarily due to sharp decline in real GDI3 growth of agriculture and allied activities to 0.8% in 1999-2000 from 7.2% in 1998-99, resulting into an adverse impact on rural spending and affected demand for sonsumer goods. In this context your company recorded sales of Rs. 750.56 lacs during the year as against Rs. 914.92 lacs in the previous year. The profit margin was also effected due to reduction in the selling price to maintain the market share and increase in raw materials cost in last quarter of the year. The low capacity utilisation is also one of the reason for decline in profit for the year. MARKET

The perf omance of the company in yet another difficult Year bears tetimony to the fact that the company is capable of orienting its activities to serve the dynamic needs of the ever changing market. This is clearly proved by the performance of the New Brand named products introduced in the beginning of the year, aggregating upto 13% total production and sales of the year. The sales of 98.84% of the total production of the year indicates the proper marketing strategy of the.company. Besides the product basket of the company was also widened to include a few more new brand names during the year.

With the perception of providing value added services to customers, the company has decided to use its spare capacity for the manufacture of L.P.G. GAS Stoves the demand of which is increased subtaintiaiy in urban and rural market in last year. The product development is on the verge of completion and your company has planned to launch the same in the market by middle of the year. The marketing of the product "Hurricane lantern" developed in previous year was postponed by the company due to competitive market in rural sector. But now the same will also be launched along with LPG Stoves. The Export performance of the company was adversiy affected during the year due to low demand in African Countries and high competition with other exporters like China. The demand is again built up for your company product and sincere efforts are made to export the Hurricane lantern to these countries. Your company expects good amount of export in next year for both the products.

The companys emphasis will continue to remain focussed towars cost reduction measures, brand building and targeted customers through out the country and improvement of productivity in the coming years. Export market of stoves and "Hurricane lantern" and productionof newproducts (L.P.G. Stoves) will increase the capacity utilisation which will result into increase in profit margin. Thus the company is well poised to retain its tempo of growth despite tough competition both at domestic and global level. DIVIDEND

To strengthen the financial position of the company and also due to marginal profit your Directors are unable to recommend any dividend for this year again.

PUBLIC DEPOSITS

There were no Deposits at the end of the year and the company did not accept any deposits from the Public during the year.

DIRECTORS

In accordance with the provisions of Companies act, 1956 and the Articles of Association of the Company Mr. Anil Gorani retire by rotation at this Annual General Meeting of the Company and being eligible, offer himself for reappointment.

AUDITORS REPORT

The observations of the Auditors are explained, wherever necessary, in appropriate notes to the accounts.

AUDITORS

The statutory Auditors of the Company M/s. A.P. Garg & Co., Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Auditors of the Company.

PERSONNEL

No employee has been paid remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

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

The information relating to conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure-1 forming part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Financial Institutions, Commercial Bank, Shareholders, Customers, Staff and Worker of the Company.

Place : Indore For and on Behalf of the Board

Date : June 21st 2000 Narendra Gorani

Managing Director

 
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