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Directors Report of Kisan Mouldings Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Financial Results for the year ended 31st March, 2014 is as under: (Rs. in Lacs)

Current Year Previous Year Particulars 2013-14 2012-13

Sales 53,635.38 51,956.69

Other Income 145.45 118.92

Profit before Depreciation, Interest and Tax (PBDIT) 5,593.40 5,561.07

Less: Interest (Net) 3,790.59 3,686.47

Less: Depreciation 1,455.00 1,368.05

Profit before Tax 347.81 506.56

Provision for Taxation: - Income Tax 66.86 73.45

- Deferred Tax 48.05 190.98

Net Profit After Tax 232.91 242.13

Balance brought forward 5,056.01 4,978.51

Balance available for appropriations: 5,288.92 5,220.64

APPROPRIATION

Amount transferred to Reserve - -

Proposed Dividend 101.63 101.63

Dividend Tax 17.27 16.49

Additional Dividend paid during the year - 46.51

Relinquishment of Dividend 79.81 -

Amortisation of goodwill 668.69 -

Balance carried to Balance Sheet 4,581.14 5,056.01

PERFORMANCE:

Your Company continued to maintain its operations by registering Sales of Rs. 53,635.38 lacs as against Rs. 51,956.69 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 5561.07 lacs to Rs. 5593.40 lacs. After providing for Interest and Depreciation amounting to Rs. 3,790.59 lacs and Rs. 1,455.00 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 347.81 lacs as compared to Rs. 506.56 lacs in the previous year. Net profit After Tax for the year has increased / decreased to Rs. 232.91 lacs as compared to Rs. 242.13 lacs in the previous year. After adding Rs. 5,056.01 lacs being the balance brought forward from previous year, the balance available for appropriations stands at Rs. 5,288.92 lacs.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

DIVIDEND:

Your Directors are pleased to recommend a dividend at the rate of Rs. 0.50 (@ 5%) per share (Previous Year Rs. 0.50/ - per share i.e. @ 5% per share) on the Paid-up Equity Share Capital of the Company for the year ended 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

that 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 of the Company for the year.

that 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.

that the Directors had prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

REPORT ON CORPORATE GOVERNANCE COMPLIANCES AND MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Clause 49 of the Listing Agreement, the Report on Corporate Governance Compliances along with Management Discussion and Analysis Report as attached, forms part of this Report.

DIRECTORS:

Mr. Kunal R. Aggarwal - Director of the Company gave his resignation w.e.f. 12th February, 2014 due to Pre- occupation. The Board thanked him for his valuable service rendered during his tenure in the Company.

Mr. R. D. Suvarna, Independent Director passed away on 29th April, 2014. During his tenure as Director, the Company was immensely benefited from his rich and wide experience in various fields. The Board of Directors placed on record the appreciation for benefits received by the Company during the tenure of Mr. Suvarna as a Director of the Company.

The terms of appointment of Shri Satish J. Aggarwal and Shri Sanjeev A. Aggarwal Directors of the Company were amended from not liable to retire by rotation to retire by rotation in accordance with the provision of the Companies Act, 2013

Shri Satish J. Aggarwal and Shri Ashok J. Aggarwal being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, it is proposed to appoint Shri S. K.

Jain and Shri Sunil Goyal as Independent Directors to hold office upto Calendar year 2019. Your Directors recommend their appointment.

As required under the Listing Agreement, a brief profile of the Directors to be appointed /re-appointed at the ensuing Annual General Meeting is attached is annexure with the notice of AGM

AUDITORS:

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), the Statutory

Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue as Statutory Auditors of the Company. The Directors recommend their appointment as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

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

The relevant data pursuant to 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 annexed hereto and forms part of this report.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Date : 24th July, 2014 Vijay J. Ashok J. Sanjeev A. Place : Mumbai Aggarwal Aggarwal Aggarwal Vice Chairman-1 Vice Chairman-2 Joint Managing & Whole Time & Whole Time Director Director Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Current Year Previous Year (2010 - 2011) (2009 - 2010)

Sales 27562.83 19588.40

Other Income 88.62 107.40

Profit before Depreciation, Interest and Tax (PBDIT) 2985.13 2111.45

Less: Interest (Net) 1467.07 840.25

Less: Depreciation 735.58 550.37

Profit Before Tax & Extra - ordinary Items 782.48 720.82

Provision for Taxation: - Income Tax 36.24 190.00

- Deferred Tax 131.52 70.12

- Fringe benefit Tax 0.00 0.00

Profit After Tax before Extra-ordinary Items 614.72 460.70

Less: Extra - ordinary Items 242.46 -

Profit After Tax After Extra - ordinary Items 372.26 460.70

Balance brought forward 1940.96 1659.72

Balance available for appropriations: 2313.22 2120.42

APPROPRIATIONS:

Amount transferred to Reserve 25.00 25.00

Proposed Dividend 136.38 132.46

Dividend Tax 23.18 22.00

Balance carried to Balance Sheet 2128.66 1940.96

Performance:

Your Company continued to maintain its upward trend by registering Sales of Rs. 27,562.83 lacs as against Rs. 19,588.40 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 2,111.45 lacs to Rs. 2,985.13 lacs. After providing for Interest and Depreciation amounting to Rs. 1,467.07 lacs and Rs. 735.58 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 782.48 lacs as compared to Rs 720.82 lacs in the previous year. Net profit After Tax for the year has decreased to Rs. 372.26 lacs as compared to Rs 460.70 lacs in the previous year which was mainly because of Extra - Ordinary Items. After adding Rs. 1,940.96 lacs being the balance brought forward from previous year, the balance available for appropriations stands at Rs. 2,313.22 lacs.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

Your Directors are pleased to recommend a dividend at the rate of Rs. 1 (@ 10%) per share (Previous Year Rs. 1.2 i.e. @12% per share) on the Paid-up Equity Share Capital of the Company for the year ended March 31, 2011.

Issue of Optionally Fully Convertible Warrants:

(I) 20,48,375 Optionally Fully Convertible Warrants:

As per the terms of issue of the said Warrants, each warrant was convertible into 1 (one) Equity Share of the face value of Rs. 10/- at a premium of Rs. 23/- per share within 18 months from the date of allotment thereof. The Company had converted the remaining balance of 20,48,375 warrants into Equity Shares on April 5, 2010.

The aforesaid equity shares have been duly listed on the Bombay Stock Exchange Limited.

(II) 26,00,000 Optionally Fully Convertible Warrants:

The Company had after obtaining necessary approval from the Shareholders of the Company at the Annual General Meeting of the Company held on 27th September 2010 and on receiving the requisite approvals from the Bombay Stock Exchange Limited, allotted 26,00,000 Optionally Fully Convertible Warrants (OFCW) of which, 15,60,000 warrants were allotted to Promoter Group including persons acting in concert with them and balance 10,40,000 warrants were allotted to persons other than promoter group on January 18, 2011.

As per the terms of issue of the said Warrants, each warrant was convertible into 1 (one) Equity Share of the face value of Rs. 10/- at a premium of Rs. 47/- per share within 18 months from the date of allotment thereof. During the year under review, after receiving full consideration, the Company had converted 26,00,000 warrants into Equity shares on January 28, 2011.

The aforesaid equity shares have been duly listed on the Bombay Stock Exchange Limited.

Demerger of "Roha and Silvasa Undertakings" of Kisan Irrigations Limited as going concern into Kisan Mouldings Limited:

The Scheme of Arrangement of Demerger of Roha and Silvassa Undertakings ("the demerged Undertakings") of Kisan Irrigations Limited as going concern to Kisan Mouldings Limited has been approved by the Board of Directors on February 12, 2011 and submitted to Bombay Stock Exchange Limited for In - principle approval.

Capacity Expansion:

1. Dewas:

At Dewas Plant, we have installed HDPE and PVC Pipe machines and built storage capacity. Production has already started.

2. Mahasumand:

At Mahasumand Plant, we have installed Garden Tubing Machines and updated instruments. Production has already started.

3. Phulera:

At Phulera near Jaipur Plant, we are planning to install, Drip Irrigation system, HDPE Sprinkle Pipes and PVC Pipe Machines. The spade work for implementation has commenced.

4. Tumkur:

At Tumkur near Bangalore, we are planning to install, CPVC, HDPE Pipes and PVC Pipe Machines, Suction and Tubing. Construction work is in full swing and likely to be completed by August 2011. By September 2011, we are expecting to take trial production.

5. Mahagaon:

At Mahagaon Plant, we have installed facilities for manufacture of SWR Pipes, ASTM Pipes, Conduit Pipes and Moulds for Fittings. Production has already started.

Directors' Responsibility Statement:

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

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

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

- 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.

- that the Directors had prepared the Annual Accounts for the Financial Year ended March 31, 2011 on a going concern basis.

Public Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended during the year.

Report on Corporate Governance Compliances and Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreement, the Report on Corporate Governance Compliances along with Management Discussion Analysis and the Certificate issued by M/s Rathi & Associates, Practicing Company Secretaries regarding compliance of conditions of Corporate Governance, form part of this Report.

Directors:

Shri S.S. Gupta and Ms. Monika Seth, Director of the Company resigned from the Directorship of the Company with effect from June 16, 2011. Pursuant to Articles of Association of the Company and provisions of the Companies Act, 1956, Shri Sunil Goyal and Shri Kunal R. Aggarwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Auditors:

M/s Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue as Statutory Auditors of the Company.

Auditors' Comment:

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The relevant data pursuant to 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 annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Place: Mumbai Date: June 17, 2011 Satish J. Aggarwal Vijay J. Aggarwal Managing Director Vice Chairman - 1 and Whole Time Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty-first Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year

Particulars (2009 - 2010) (2008 - 2009)

Sales 20311.93 15118.06

Other Income 107.40 30.75

Profit before Depreciation, Interest and Tax (PBDIT) 2111.45 1717.59

Less: Interest 840.25 743.32

Less: Depreciation 550.37 523.67

Profit before Tax 720.82 450.60

Provision for Taxation - Income Tax 190.00 175.00

Provision for Taxation - Deferred Tax 70.12 (34.14)

Provision for Taxation - FBT 0.00 12.50

Profit after Tax 460.70 297.24

Balance brought forward 1659.72 1494.82

Balance available for appropriation 2120.42 1792.06

APPROPRIATIONS :

Amount transferred to General Reserves 25.00 50.00

Proposed Dividend 132.46 70.38

Dividend Tax 22.00 11.96

Balance carried to Balance Sheet 1940.96 1659.72



Performance:

During the year under review, your Company continued to maintain its upward trend by registering Sales of Rs. 20311.93 lacs as against Rs. 15118.06 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 1717.59 lacs to Rs. 2111.45 lacs. After providing for Interest costs and Depreciation amounting to Rs. 840.25 lacs and Rs. 550.37 lacs respectively, the Profit before Tax for the year under review has increased to Rs. 720.82 lacs as compared to Rs 450.60 lacs in the previous year. Net profit after Tax for the year has increased to Rs. 460.70 lacs as compared to Rs 297.24 lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

Your Directors are pleased to recommend a dividend at the rate of 12% on the Paid -up Equity Share Capital of the Company for the year ended 31st March, 2010.

Allotment of Equity Shares pursuant to conversion of 40,00,000 Optionally Fully Convertible Warrants.

The Company had after obtaining necessary approval from the Shareholders of the Company, allotted 40,00,000 Optionally Fully Convertible Warrants (OFCW), of which 20,00,000 to Promoter Group including persons acting in concert with them and 20,00,000 to Persons other than promoter group. As per the terms of the issue the said Warrants were convertible into One Equity Share at a premium of Rs. 23 per share for every Warrant held within 18 months from the date of allotment. During the year under review, the Company had converted 19,51,625 Warrants into Equity Shares. The balance 20,48,375 Warrants were also subsequently converted into Equity Shares on 5th April, 2010.

Directors Responsibility Statement:

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

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

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

- 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.

- that the directors had prepared the Annual Accounts for the Financial Year ended 31 st March, 2010 on a going concern basis.

Public Deposits:

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975 as amended.

Report on Corporate Governance Compliances and Management Discussion and Analysis:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Management Discussion and Analysis and Corporate Governance along with the Certificate by M/s. Rathi & Associates, Practicing Company Secretaries regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ashok J. Aggarwal, Shri Ramesh J. Aggarwal and Shri R. D. Suvarna, Directors of the Company, shall retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors have as per the recommendation of the Remuneration Committee, appointed Shri Vijay J. Aggarwal as Vice Chairman - 1 and Whole Time Director for a period of three years starting from 01st January, 2010 and re-appointed Shri Sanjeev A. Aggarwal as Joint Managing Director and Shri Satish J. Aggarwal as Managing Director for a period of three years starting from 01st October, 2010, subject to the approval of the shareholders at the ensuing Annual General Meeting.

A brief profile of the above mentioned Directors, as required by clause 49VIA of the Listing Agreement with the Stock Exchange is attached to the Notice of the ensuing Annual General Meeting.

Auditors:

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456 W), the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue as auditors. Auditors Comment:

The observations made by the Auditors in the Auditors Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The relevant data pursuant to 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 annexed hereto and forms part of this report, as per Annexure A.

Particulars of employees:

Pariculars of employees, whether employed for the whole year or part thereof, who were in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is furnished vide Annexure B attached herewith.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Place : Mumbai Satish J. Aggarwal Vijay J.Aggarwal

Date : 29th May, 2010 Managing Director Vice Chairman-1 and Whole Time Director

 
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