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Directors Report of Gujarat Raffia Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS :

The summary of Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs.In Lacs)

Standalone

Particulars 2014-15 2013-14

Total Revenue 3883.74 3680.30

Profit Before Depreciation,Interest 442.87 335.68 and Tax

Depreciation 205.80 122.10

Finance Costs 138.39 118.34

Profit Before Tax and Exceptional 98.68 95.24 Items

Exceptional Items - -

Profit Before Tax 98.68 95.24

Current Tax 18.80 18.64

Deferred Tax - -

(Excess) / Shortfall in provision - - for current tax for earlier years

Minority Interest 0.00 0.00

Profit After Tax & Minority 79.88 76.59 Interest

2. DIVIDEND :

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS :

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs. 38,49,29,258 /- as compared to Rs. 36,09,04,401/- and earned other income of Rs. 9,63,550/ - as compared to Rs. 30,66,075/- for the financial year ended on 31st March, 2014 .The Profit before tax for the period under review is Rs. 98,68,454/- as compared to Rs. 95,24,233/- in the previous year. The Profit after tax during the year under review is Rs.79,88,094/- as against Rs.76,59,527/- in the previous year 2013-14.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF ANY :

There is no change in the nature of the business of the Company for the year under review.

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA) :

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report.

6. SHARE CAPITAL :

During the year under review, the Company has not increased its paid up capital. The paid up equity share capital of the Company as on 31st March, 2015 is Rs. 4,99,47,750/-.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. TRANSFER TO RESERVES :

The Company proposes to transfer Rs. 14.34 Lacs to the General Reserves. An amount of Rs. 47.37 Lacs is proposed to be retained in the Statement of Profit and Loss of the Company.

8. SUBSIDIARY COMPANIES :

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company which has ceased to be Company's subsidiary, joint venture or associate company during the year.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, the members, in their Annual General Meeting held on 23rd September, 2014, approved the appointment of Shri Alpesh Tripathi and Shri Dipen Shah as Independent Directors who are not liable to retire by rotation.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with Stock Exchanges.

During the year under review, Shri Abhishek Bhutoria was appointed as Additional Director in the capacity of Non Executive of the Company with effect from 1st September, 2015. We seek your confirmation for appointment of Shri Abhishek Bhutoria as Non Executive Director, on rotational basis. Based on disclosures provided by him, he is not disqualified from being appointed as Director as per section 164 of the Companies Act, 2013.

Smt. Sushma Bhutoria, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

10. BOARD MEETINGS :

During the year, eight Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions.

11. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME :

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

Independent Directors have visited the plants of the company for understanding of manufacturing operations and different processes of their plants.

The Board of Directors have complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

The Familiarisation programme has been conducted during the year under review and different aspects such as legal compliance management, corporate governance and role of independent directors have been covered in the same.

12. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The said policy is attached here with as Annexure - G

14. AUDITORS :

a) STATUTORY AUDITORS :

Pursuant to provision of Section 139 of the Act and the rules framed thereunder, PGT & Associates, Chartered Accountant, were appointed as statutory auditors of the Company from the conclusion of the twenty eighth annual general meeting (AGM) of the Company held on 23rd September, 2014 till the conclusion of thirty third AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

b) SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Companies Act.2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Punit S. Lath, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - B.

The observations of the secretarial auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

15. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Tulsian Sanjay & Co., as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system are adequate and operating effectively.

16. AUDIT COMMITTEE :

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

17. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

18. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT :

At present the company has not identified any element of risk which may threaten the existence of the company. The Board has formulated Policy on Risk Management and the same is uploaded on the Company's website at www.griltarp.com

19. VIGIL MECHANISM :

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.

20. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS :

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details on Related Party Transactions in Form AOC - 2 has been enclosed as Annexure - F.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.griltarp.com.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company.

21. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure - D & E.

22. LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

23. DEPOSITS :

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

24. EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - A.

25. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected 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 ended 31st March 2015 and of the profit of the Company for that period;

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

d. that the annual accounts/financial statements have been prepared on a going concern basis;

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

f. that 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.

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

A statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - C.

27. CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this report.

28. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013 :

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

29. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

By order of the Board of Directors For Gujarat Raffia Industries Limited

Date : 1st September 2015 Pradeep Bhutoria Place : Santej Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors present the Twenty Eight Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS :

The summary of Financial Results of the Company for the year under review along with the figures for previous year are as follows: Particulars (Rs. In lacs) (Rs. In lacs) Financial year Financial Year Ended Ended 31-03-2014 31-03-2013 (12 Months) (12 Months)

Operating Profit / Loss(Before Interest and Depreciation) 335.68 178.10 Less: Interest 118.34 40.47

Profit / Loss before Depreciation 217.34 137.63

Less: Depreciation 122.10 65.35

Profit / Loss for the year 95.24 72.28

Add: Extraordinary Income (Net) - -

Add: Prior period Income - -

Profit / Loss before Tax 95.24 72.28

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 18.65 14.25

Profit / Loss after Tax 76.59 58.03

2. DIVIDEND :

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS :

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.39,53,95,904/- as compared to Rs.30,00,17,878/- and earned other income of Rs.30,66,075/-(12 months) as compared to Rs.4,50,014/- for 12 months ended 31-03-2013. The Profit before tax for the period under review is Rs. 95,24,233/- as compared to Rs.72,27,769/- (12 months) in the previous which is gone up by 31.77% due to sales increase. The Profit after tax during the year under review is Rs.76,59,527/- as against Rs.58,02,769/- (12 months) in the previous year 2012-13.

4. DIRECTORS :

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Prakash Ramnani (DIN: 00362845), Independent Director of the Company has resigned w.e.f. February 20, 2014. The Board of Director placed on record the invaluable contributions of Mr. Prakash Ramnani towards the progress of the Company Mr. Pradeep Bhutoria (holding DIN: 00284808), Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment.

The Board at its meeting held on 13th August, 2014, subject to approval of the shareholders, appointed Mr. Alpesh Rajeshbhai Tripathi (DIN: 00170278) and Mr. Dipen Mahasukhlal Shah (DIN: 06385027) , existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years from 1st April, 2014 upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its meeting on 13 August,2014 also appointed Mr. Pradeep Bhutoria, Chairman & Managing Director.

5. DIRECTORS'' RESPONSIBILITY STATEMENT :

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

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2014 and of profit or loss of the company.

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on going concern basis.

6. PERSONNEL :

Industrial relations continued to remain cordial and peaceful during the year under review.

7. LISTING :

The Equity Shares of the Company are listed on the Bombay and National Stock Exchange.

8. CORPORATE GOVERNANCE :

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. DEMATERIALISATION OF EQUITY SHARES :

Shareholders have an option to dematerialize their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE610B01024

10. GENERAL :

10.1 INSURANCE :

The Company''s properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITOR''S AND THEIR REPORT :

STATUTORY AUDITORS :

M/s. P G T & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. P G T & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

COST AUDITOR :

The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 13th August, 2014 appointed M/s. A. G. Tulsian & Co., Cost Accountants, as the Cost Auditor of the Company for audit of cost accounting records of its organic - non organic plastic activities for the financial year 2014-15 and has also fixed the remuneration for audit of cost accounting records for the said financial year. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

10.3 PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

By Order of the Board,

Date : 13 th August, 2014 Pradeep Bhutoria Place : Santej Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors present the Twenty Seventh Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Financial Year Financial Year Particulars Ended 31-03-2013 Ended 31-03-2012 (12 Months) (12 Months)

Operating Profit / Loss 178.10 148.84

(Before Interest and Depreciation)

Less: Interest 40.47 25.46

Profit / Loss before Depreciation 137.63 123.38

Less: Depreciation 65.35 52.94

Profit/Loss for the year 72.28 70.44

Add: Extraordinary Income (Net) - -

Add: Prior Period Income - -

Profit/Loss before Tax 72.28 70.44

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 14.25 13.5

Profit/Loss after Tax 58.03 56.94



2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.30,00,17,878/- as compared to Rs.29,18,04,726/- and earned other income of Rs.4,50,013/- (12 months) as compared to Rs.24,72,195/- for 12 months ended 31.03.2012.The Profit before tax for the period under review is Rs.72,28,793/- as compared to Rs. 70,43,692/- (12 months) in the previous which is gone up by 2.62% due to sales increase. The Profit after tax during the year under review is Rs.58,03,793/- as against Rs.56,93,692/- (12 months) in the previous year 2011-12.

4. DIRECTORS:

Mr. Prakash Ramnani, Director and Mrs. Sushma P. Bhutoria, Whole Time Director retires by rotation from the Board in pursuance of provisions of Section 256 of the Companies Act, 1956 and being eligible offers themselves for reappointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2013 and of profit or loss of the company.

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on going concern basis.

6. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

7. LISTING:

The Equity Shares of the Company are listed on the Bombay and National Stock Exchange.

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL.The ISIN allotted is INE610B01024

10. GENERAL:

10.1 INSURANCE:

The Company''s properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. PGT & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

10.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure -1, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude forthp assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.



By Order of the Board,

Date :30.05.2013 Pradeep Bhutoria

Place : Santej Chairman & Managing Director


Mar 31, 2012

Dear Shareholders,

The Directors present the Twenty Sixth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Financial Year Financial Year Particulars Ended 31-03-2012 Ended 31-03-2011 (12 Months) (12 Months)

Operating Profit / Loss 148.84 159.68

(Before Interest and Depreciation)

Less : Interest 25.46 22.88

Profit / Loss before Depreciation 123.38 136.80

Less: Depreciation 52.94 67.88

Profit/Loss for the year 70.44 68.92

Add: Extraordinary Income (Net) - -

Add: Prior Period Income - -

Profit/Loss before Tax 70.44 68.92

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 13.50 12.78

Profit/Loss after Tax 56.94 56.14

2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.29,18,04,726.00 as compared to Rs.27,37,62,966.00 and earned other income of Rs.24,72,195.00 (12 months) as compared to Rs.21,95,832.00 for 12 months ended 31.03.2011.The Profit before tax for the period under review is Rs.70,43,692.00 as compared to Rs.68,92,116.00 (12 months) in the previous which is gone up by 2.19% due to sales increase. The Profit after tax during the year under review is Rs.56,93,692.00 as against Rs.56,14,116.00 (12 months) in the previous year 2010-11.

4. DIRECTORS:

During the year under review, Mr. Dipen M. Shah was appointed as Additional Director of the Company with effect from 15th March, 2012. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting.

The Board of Directors appointed Mrs. Sushma P Bhutoria as Whole Time Director of the Company for a period of five years with effect from 1st April, 2012 subject to the approval of shareholders at the ensuing Annual General Meeting.

Mr. Alpesh R. Tripathi retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2012 and of profit or loss of the company.

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on going concern basis.

6. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

7. LISTING:

The Equity Shares of the Company are listed on the Bombay, Ahmedabad, Calcutta and National Stock Exchange.

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE897A01011.

10. GENERAL:

10.1 INSURANCE:

The Company's properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. PGT & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self explanatory.

10.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

By Order of the Board,

Date :30.05.2012 Pradeep Bhutoria

Place : Santej Chairman & Managing Director


Mar 31, 2010

The Directors present the Twenty Fourth Annual Report together with the Audited Statement of Accounts for the 15 months period ended on 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Period Ended Period Ended Particulars 31-03-2010 31-12-2008 15 Months 15 Months

Operating Profit / Loss 218.67 218.80 (Before Interest and Depreciation)

Less: Interest 43.71 58.16

Profit / Loss before Depreciation 174.96 160.64

Less; Depreciation 74.65 84.60

Profit/Loss tor the year 100.31 76.04

Add: Extraordinary income (Net) 0.00 0.00

Add: Prior Period Income (0.12) (0.32)

Profit/Loss before Tax 100.19 75.72

Fringe Benefit Tax 0.15 0.65

Provision for Taxation 15.48 13.50

Profit/Loss after Tax 84.56 61.57

2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.29,98,32,462.00 as compared to Rs.29,00,82,711.00 and earned other income of Rs. 12,31,865.00 as compared to Rs.48,24,162,00 for 15 months ended 31-03-2010. The Profit before tax for the period under review is Rs. 1,00,19,452.00 as compared to Rs.75,71,831.00 in the previous which is gone up by 32.32% due to sales increase. The Profit after tax during the year under review is Rs.84,56,452.00 as against Rs.61,56,831.00 in the previous year 2007-08.

4. DIRECTORS:

Shri Prakash D. Ramnani retires by rotation in terms of Article of Association of the company. He, however, being eligible offer himself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2010 and of profit or loss of the company for that period.

c. Proper and sufficient care has been taken 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 Of detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

6. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

7. LISTING:

The Equity Shares of the Company are listed on the Bombay, Ahmedabad, Calcutta and National Stock Exchange.

8. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchange/s, a Management Discussion & Analysis Statement, a report on corporate governance together with Auditors' Certificate regarding compliance of conditions of Corporate Governance form part of the Annual Report.

9. GENERAL:

9.1 INSURANCE:

The Company's properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

9.2 AUDITORS:

The present auditors of the Company M/s. Talati & Talati, Chartered Accountants, Ahmedabad will retire at the ensuring Annual General Meeting, They have submitted certificate for their eligibility for reappointment under Section 224(1 B) of the Companies Act, 1956,

The Notes of the auditors to the accounts are self explanatory,

9.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

By Order of the Board,

Date :04.05.2010 Pradeep Bhutoria

Place ; Santej Chairman & Managing Director

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