Directors Report of Kriptol Industries Ltd.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2015.
FINANCIAL RESULTS
Your Company financial performance during the year 2014-15 is
summarized below:
(Rs. In AMT.)
Particulars Year Year
2014-2015 2013-2014
TOTAL REVENUE 4592500 621000
TOTAL EXPENDITURE 51119372 518342
Profit Before Tax -46526872 102658
Less: Taxation - -
Profit After Tax~ -46526872 102658
OPERATIONS
The Company performed satisfactorily as compared to last year.
SHARE CAPITAL
During the year under review, the Company, neither increased nor
decreased its Equity. REVISION IN FIN. STATEMENTS OR BOARD''S REPORT U/S
131(1) OF THE CO. ACT, 2013
In terms of Section 131 of the Companies Act, 2013, the Financial
Statements and Board''s Report are in compliance with the provisions of
Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial
years.
DIVIDEND
Your Directors do not recommend any dividend on equity shares for the
year ended March 31,2015.
PUBLIC DEPOSITS
The Company has not invited any deposits from the public within the
provisions of Chapter V of the Companies Act, 2013 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of Deposits) Rules, 2014.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE
COMPANIES:
As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on
date, the Company neither has any Subsidiary Company nor any Associate
Company and hence, do not call for any disclosure under this head.
AUDITORS
M/s. Motilal & Associates,Chartered Accountants, Statutory Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. The
Company has received the Certificate under Section 139(1) of the
Companies Act, 2013 read with Companies (Audit and Auditors), Rules,
2014 from the Auditor.
Your Directors recommend re-appointment M/s. Motilal & Associates,
Chartered Accountants, as the Statutory Auditors of the Company for the
current financial year and fixation of his remuneration.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, M/s Ramesh Chandra Bagdi &
Associates,Indore, Company Secretaries in Whole-time practice was
appointed to conduct Secretarial Audit for the year ended 31st March,
2015.
M/s Ramesh Chandra Bagdi, Practising Company Secretaries has submitted
Report on the Secretarial Audit forms a part of this report as
ANNEXURE-A.
AUDITORS'' REPORT -STATUTORY AND SECRETARIAL
The Auditors'' Report on the financial statement and Secretarial Audit
Report for the current year is selfexplanatory, therefore does not
require any further explanation.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The
Companies (Accounts) Rules, 2014, the Board of Directors of the Company
is under process to appoint internal auditors. However, in the opinion
of the Board and size of the company, it is not necessary to appoint
internal auditor.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT - 9, as provided under Section
92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is annexed hereto as
ANNEXURE-B with this report and shall form part of the Board''s Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF
During the year under review various meetings of the Board of Directors
and Committees was held for various purposes which were in compliance
with the provisions of the Companies Act, 2013, rules made there under
and Clause 49 of the Listing Agreement entered into between the Company
and the Bombay Stock Exchange. Further the details of such meetings of
the Board and Committees thereof are mentioned in the Report on
Corporate Governance which is annexed as ANNEXURE-C with this Report
and shall form part of the Board''s Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises of efficient and able directors who have vast
experience in this line of business.. The brief details of all members
of Board are annexed to this report as ANNEXURE-C.
The following persons are Key Managerial Personnel of the Company
At the time of appointment, all the disclosures and declarations
pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014,
none of the Directors of the Company is disqualified from being
appointed as Director. Further, all intimations pertaining to such
appointments made during the year has been given to Stock Exchange
where the shares of the Company are listed and also the relevant
records are duly updated with the Registrar of Companies, Gwalior M.
P., wherever required.
RE-APPOINTMNET OF DIRECTORS BY ROTATION
During the year Vimal S Raval, director of the company retires by
rotation and being eligible offers himself for re- appointment. (The
details regarding his re-appointment as per Listing Agreement is given
in the Notice.
APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND
STATEMENT OF DECLARATIONS BY INDEPENDENT DIRECTOR
The Company, as on 31st March, 2015, has following Independent
Directors;
a) Bhavik S Badani , DIN: 03536998
b) Sushama Raval, DIN: 06439487
All the Independent Directors are well appointed on the Board of
Company in compliance with the Companies Act, 2013 and the Listing
Agreement entered into by the Company with Stock Exchange. Further, all
Independent Directors shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years after passing a special resolution by
the Company and disclosure of such appointment in the Board''s Report.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence under sub-section (6) of section 149 of the Act and Clause
49 of the Listing Agreement entered into by the Company with the Stock
Exchanges.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The directors will be introduced to all the Board members and the senior
management personnel such as Chief Financial Officer, Company Secretary
and Various Department heads individually to know their roles in the
organization and to understand the information which they may seek from
them while performing their duties as a Director. And meeting may be
arranged for Independent Directors with aforesaid officials to better
understand the business and operation of the Company. As part of
continuous updating and familiarization with the Company, every
Independent Director will be taken for visits to the factory or
manufacturing units and other branch of the company where officials of
various departments apprise them of the operational and sustainability
aspects of the plants to enable them to have full understanding on the
activities of the Company and initiatives taken on safety, quality etc.
The Company may also circulate news and articles related to the industry
from time to time and may provide specific regulatory updates.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In due compliance with the provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement entered into between the Company and
the Bombay Stock Exchange, a separate meeting of Independent Directors
was held on 14/02/2015
PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS
The Independent Directors in their meeting have reviewed the
performance of NonIndependent Directors and Board as a whole including
reviewing the performance of the Chairperson of the company taken into
account the views of Executive Directors and NonExecutive Directors.
The said policy including above said criteria for the evaluation of the
Board, individual directors including independent directors and the
committee of the board has been laid down under Nomination,
Remuneration and Evaluation Policy given in the Report on Corporate
Governance which is annexed as ANNEXURE-C with this report and shall
form part of the Board''s report.
FORMAL ANNUAL EVALUATION
Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule
8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of
Listing Agreement, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
its Committees as per the criteria laid down in the Nomination,
Remuneration and Evaluation policy. The said policy including above
said criteria for the evaluation of the Board, individual directors
including independent directors and the committee of the board has been
laid down in the Corporate Governance Report, which form part of this
report.
ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE
GOING CONCERN STATUS AND COMPANY STATUS
During the year under review, it was found, there were no orders passed
regarding the going concern status of the Company. The Company is
operating in an efficient manner. In future there will not be any
issues relating to the going concern status of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has a proper internal control system, which provides
adequate safeguards and effective monitoring of the transactions and
ensures that all assets are safeguarded and protected against loss from
unauthorized use or disposition. The Company has an internal audit
system from an outside agency, which ensures that the Company''s control
mechanism is properly followed and all statutory requirements are duly
complied with. Moreover, the audit committee of the Company comprising
of independent directors regularly reviews the audit plans, adequacy of
internal control as well as compliance of accounting standards. Also the
M.D. has the responsibility for establishing and maintaining internal
controls for financial reporting and that they also have the overall
responsibility to evaluate the effectiveness of internal control systems
of the company pertaining to financial reporting and they have to
disclose to the auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which they are
aware and the steps they have taken or propose to take to rectify the
deficiencies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
During the year under review, the Company, has neither given any Loans
nor provided any Guarantees nor made any Investments under Section 186
of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S
188(1) AND 188(2) OF THE COMPANIES ACT, 2013
The related party transactions are entered into based on considerations
of various business exigencies, such as synergy in operations, sectoral
specialization and the Company''s long-term strategy for sectoral
investments, optimization of market share, profitability, liquidity and
capital resources of its group companies. All related party
transactions that were entered introducing the financial year were at
Arm''s Length basis and were in the ordinary course of business, the
same were placed before the Audit Committee for the review and noting,
in their respective meetings. There are no materially significant
related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large. Further, as
there are no such transactions inconsistent with sub-section (1) of
section 188 of the Companies Act, 2013, so no AOC-2 is required to be
given in this report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished here under.
SN Particulars Disclosure
1. Conservation of Energy and Power The company continued to accord
consumption priority to conservation of
energy and is continuing its
efforts to utilise energy more
efficiently.
2. Technology Absorption and The company has not absorbed any
Research & Development technology nor any research &
development work has been
carried out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
VIGIL MECHANISM
The Company believes in the conduct of its affairs in a fair and
transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behavior. The Company is committed to
develop a culture in which every employee feels free to raise concerns
about any poor or unacceptable practice and misconduct. In order to
maintain the standards has adopted lays down this Whistle Blower Policy
to provide a framework to promote responsible and secure whistle
blowing. The Board of Directors of your Company has adopted the Vigil
Mechanism and Whistle Blower Policy in compliance of Companies Act,
2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of
Company''s Code of Conduct.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
The Company neither has any holding nor is any subsidiary company,
therefore, disclosure under Section 197 (14) of the Companies Act, 2013
not applicable.
MANAGERIAL REMUNERATION
During the year under review, none of the Directors of your Company
were paid any remuneration; therefore, disclosure under Sections 196
and 197 of the Companies Act, 2013 and rules made there under is not
applicable.
EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued any shares with differential voting rights
and accordingly the provisions of Section 43 read with Rule 4(4) of the
Companies (Share Capital and Debentures) Rules, 2014 of the Companies
Act, 2013 and rules framed there under are not applicable for the year.
DETAILS OF SWEAT EQUITY SHARES
The company has not issued any sweat equity shares and accordingly the
provisions of Section 54 read with Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and
rules framed there under are not applicable for the year.
DETAILS OF EMPLOYEES STOCK OPTION SCHEME
The company has not granted stock options and accordingly the
provisions of Section 62(1)(b) read with Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013
and rules framed there under are not applicable for the year.
DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED
The company has not made any provision of money for the purchase of, or
subscription for, shares in the company or its holding company, if the
purchase of, or the subscription for, the shares by trustees is for the
shares to be held by or for the benefit of the employees of the company
and accordingly the provisions of Chapter IV (Share Capital and
Debentures) of the Companies Act, 2013 and rules framed there under are
not applicable for the year.
PARTICULARS OF EMPLOYEES
Employee''s relation continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked
together.
During the year under review, none of the employee has received
remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than
two percent of the equity shares of the company pursuant to Section 197
(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
hence, do not call for any further details referred to in Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your
Directors state that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* 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, 2015 and the loss for the year ended on
that date;
* The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
* The directors have prepared the annual accounts on a going concern
basis:
* The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
* The Directors has devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating efficiently.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute a Corporate Social
Responsibility Committee due to non fulfillment of any of the
conditions pursuant to section 135 of the Companies Act, 2013.
INVESTOR SERVICES
The company has established connectivity with both the depositories
viz. National Securities Depository Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL). In view of the numerous advantages
offered by the Depository system, members are requested to avail of the
facility of de-materialization of Company''s shares on either of the
Depositories as aforesaid.
HUMAN RESOURCES
Your Company considers people as one of the most valuable resources. It
believes in the theme that success of any organization depends upon the
engagement and motivation level of employees. All employees are
committed to their work and proactively participate in their area of
operations. The Company''s HR philosophy is to motivate and create an
efficient work force as manpower is a vital resource contributing
towards development and achievement of organisational excellence.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. Business Risk
Evaluation and Management is an ongoing process within the
Organization. The Company has a robust risk management framework to
identify, monitor and minimize risk as also identify business
opportunities.
The objectives and scope of the Risk Management Committee broadly
comprises:
* Oversight of risk management performed by the executive management;
* Reviewing the Risk Management Policy and Framework in line with Local
legal requirements and SEBI guidelines
* Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycles.
* Defining framework for identification, assessment, monitoring,
mitigation and reporting of risk.
Within its overall scope as aforesaid, the Committee shall review risk
trends, exposure, potential impact analysis and mitigation plan.
The Risk management committee was constituted as on 12.02.2015
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Report on Corporate Governance and Management Discussion and Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed as
ANNEXURE-C respectively with this report and shall form part of the
Board''s report.
A certificate from Statutory Auditors confirming compliance with the
conditions of Corporate Governance is also annexed to the Corporate
Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Board of Directors of the Company has approved and adopted the
"Policy on Prevention of Sexual Harassment at Workplace" to provide
equal employment opportunity and is committed to provide a work
environment that ensures every woman employee is treated with dignity
and respect and afforded equitable treatment. The Company has formed an
Internal Complaints Committee where employees can register their
complaints against sexual harassment. This is supported by the Sexual
Harassment Policy which ensures a free and fair enquiry process with
clear timelines.
CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND
CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING)
REGULATIONS, 2015
Pursuant to Regulation 8 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors has formulated and adopted the "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information" (Code of Fair Disclosure) of the Company. The Board has
also formulated and adopted "Code of Conduct for Prohibition of Insider
Trading" (Code of Conduct) of the Company as prescribed under
Regulation 9 of the said Regulations.
TRANSFER TO INVESTOR''S EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer
any amount in the Investor''s Education and Protection Fund.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Board reconstituted the Nomination and Remuneration Committee in
terms of Section 178 of the Companies Act, 2013, rules made there under
Clause 49 of the Listing Agreement entered into between the Company and
the Bombay Stock Exchange; the Company has adopted a comprehensive
policy on Nomination and Remuneration of Directors on the Board. As per
such policy, candidates proposed to be appointed as Directors on the
Board shall be first reviewed by the Nomination and Remuneration
Committee in its duly convened Meeting. The Nomination and Remuneration
Committee shall formulate the criteria for determining the
qualifications, positive attributes and independence of a Director and
recommend to the Board a policy, relating to the Remuneration for the
Directors, Key Managerial Personnel and other employees.
The Nomination and Remuneration Committee shall ensure thatÂ
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c) Remuneration to directors, KMPs and senior management involves a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and
its goals.
During the year under review, none of the Directors of the company
receive any remuneration. The composition of Nomination and
Remuneration Committee has been disclosed in the Report on Corporate
Governance.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, the Company neither had any Subsidiaries
nor Joint Ventures nor Associate Companies.
CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF
INDEPENDENT DIRETORS
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Company''s website. Board Members and Senior Management Personnel
have affirmed the compliance with the Code for Financial Year
2014-2015. A separate declaration to this effect has been made out in
the Corporate Governance Report. The Company has also adopted a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Conduct as required under Regulation
(8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015.
DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES
ACT, 2013
During the year under review, your Directors do not observe any
contract, arrangement and transaction which could result in a fraud;
your Directors hereby take responsibility to ensure you that the
Company has not been encountered with any fraud or fraudulent activity
during the Financial Year 2014-2015.
ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Banks and other Agencies and
Shareholders resulting in good performance during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the dedicated services rendered by Executives, staff
and others of the Company.
For and on Behalf of the Board of Directors of
KRIPTOL INDUSTRIES LTD.
Sd/-
Chairman
Place: AHMEDABAD
Date : 29th AUGUST,2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 22ND Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Financial Results Current Year Previous Year
2013 - 14 2012 - 13
INCOME 621000 439645
EXPENDITURE 518342 409453
PROFIT BEFORE TAX 102658 30192
INCOME TAX NIL 9500
PROFIT AFTER TAX 102658 20692
DIVIDEND :
Due to carried forward losses of the previous years and negligible
profit for the year your directors express their inability declare any
dividend for the current year.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of Directors Report. A report on Corporate Governance as stated
above, along with a certificate of compliance from the Auditors, forms
part of this Annual Report. Management Discussion and Analysis Report
has been enclosed herewith and forming part of the Directors'' Report.
ENVIRONMENT PROTECTION :
Your Company is not engaged in any type of manufacturing activities. It
is not generating any type of pollution. Hence the regulations on
Pollution control are not applicable to your company.
INSURANCE AND PROTECTION OF ASSETS :
Your Company''s all fixed, movable and tangible assets are properly
insured against all available commercial, natural and human hazardous
risks from approved insurance companies. During the year under review
your Company has not made any insurance claim and no such claims are
still pending for settlement / payment.
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act, 1956. The Deposits any accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act, 1956.
DIRECTORS :
Vimal Raval , Director of the Company is liable to retires by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for reappointment. Your Directors recommend his reappointment.
Bhavik S Badani and Smt. Sushma V Raval have been appointed as Ind.
Directors of the company for 5 years as per the provisions of New
Act,2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm :
(a) that in the preparation of the annual accounts financial year ended
31st March, 2014, the applicable accounting standards have been
followed and there is no material departures from the same;
(b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2014 on ''a going concern'' basis.
STATUTORY AUDITORS :
M/s. MOTILAL & ASSOCIATES, Chartered Accountants, Mumbai, retire at the
ensuing Annual General Meting and are eligible for reappointment. The
Company has received a certificate from them that their appointment if
approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956. The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company.
AUDITORS OBSERVATION :
There are no observations made by Auditors in their report. Notes to
the Accounts are itself self explanatory in nature.
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules,1975 are not applicable to
the Company, and hence the information is not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO :
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
MATERIAL CHANGES :
There is no material changes that have taken place after the completion
of financial year and up to the date of this report which may have
substantial effect on business and finances of the company.
LISTING
The Equity Shares of the Company are presently listed at the Bombay
Stock Exchange Limited ( BSE). The Company has duly paid the Annual
listing fees up to 31st March, 2014 to BSE. Adequate care is being
taken to comply almost all the norms and guidelines as per applicable
provisions of the Listing Agreement with the Company.
APPRECIATION :
Your Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
BY ORDER OF THE BOARD
KRIPTOP INDUSTRIES LTD.
Place:-Ahmedabad SD/-
Date : - 01/08/2014 (Jitendra Patel)
CHAIRMAN
Mar 31, 2013
To,The Members of KRIPTOL INDUSTRIES LTD. Gujarat
The Directors are pleased to present the 21ST Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Financial Results Current Year Previous Year
2012 - 13 2011 - 12
INCOME 439645 495200
EXPENDITURE 409453 464081
PROFIT BEFORE TAX 30192 31119
INCOME TAX 9500
PROFIT AFTER TAX 20692 31119
DIVIDEND :
Due to carried forward losses of the previous years and negligible
profit for the year your directors express their inability declare any
dividend for the current year.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of Directors Report. A report on Corporate Governance as stated
above, along with a certificate of compliance from the Auditors, forms
part of this Annual Report. Management Discussion and Analysis Report
has been enclosed herewith and forming part of the Directors'' Report.
ENVIRONMENT PROTECTION :
Your Company is not engaged in any type of manufacturing activities. It
is not generating any type of pollution. Hence the regulations on
Pollution control are not applicable to your company.
INSURANCE AND PROTECTION OF ASSETS :
Your Company''s all fixed, movable and tangible assets are properly
insured against all available commercial, natural and human hazardous
risks from approved insurance companies. During the year under review
your Company has not made any insurance claim and no such claims are
still pending for settlement / payment.
DEPOSITS :
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act, 1956. The Deposits any accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act, 1956.
DIRECTORS :
Bhavik S Badani, Director of the Company is liable to retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
reappointment.
Mr. Naresh Rachcha and Stm Surekhaben K Shah resigned during the year
and in their place, Vimal Kumar Raval and Smt. Sushma Raval inducted in
the Board of Directors of the company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm :
(a) that in the preparation of the annual accounts financial year ended
31st March, 2013, the applicable accounting standards have been
followed and there is no material departures from the same;
(b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2013 on a going concern'' basis.
STATUTORY AUDITORS :
M/s. MOTILAL & ASSOCIATES, Chartered Accountants, Mumbai, retire at the
ensuing Annual General Meting and are eligible for reappointment. The
Company has received a certificate from them that their appointment if
approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956. The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company.
During the year under review, M/s A. L. THAKKAR & CO. , Chartered
Accountants, Ahmedabad tendered their resignation in writing to the
company on 05th Oct, 2012 and then company approached new auditor firm
M/s Motilal & Associates, C.A. firm of Mumbai to become the statutory
auditors of the company, they submitted to the board their written
consent and then Board of directors in their meeting held on 06/10/2012
fixed up the date of EGM to be held at 05/12/2012 for appointment of
new auditors and in EGM new auditors were appointed.
AUDITORS OBSERVATION :
There are no observations made by Auditors in their report. Notes to
the Accounts are itself self explanatory in nature.
EMPLOYEES :
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules,1975 are not applicable to
the Company, and hence the information is not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO :
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
MATERIAL CHANGES :
There is no material changes that have taken place after the completion
of financial year and up to the date of this report which may have
substantial effect on business and finances of the company.
LISTING
The Equity Shares of the Company are presently listed at the Bombay
Stock Exchange Limited ( BSE). The Company has duly paid the Annual
listing fees up to 31st March, 2013 to BSE. Adequate care is being
taken to comply almost all the norms and guidelines as per applicable
provisions of the Listing Agreement with the Company.
APPRECIATION :
Your Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
BY ORDER OF THE BOARD
KRIPTOP INDUSTRIES LTD.
Place:-Ahmedabad SD/-
Date : - 01/08/2013 (Jitendra Patel)
CHAIRMAN
Mar 31, 2012
To, The Members OF ROSELABS INDUSTRIES LIMITED Gujarat
The Directors are pleased to present the 20th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Financial Results Current Year Previous Year
2011 - 12 2010 - 11
Sales 495,200 692,087
Profit before making
provisions for Interest, 31,119 93,964
Depreciation and Taxation
Less : - -
1. Interest ; _ -
2. Depreciation :
3. Provision for Taxation - _
4. Fringe Benefit Tax - _
5. Income Tax of earlier Year - _
Profit/loss for the year 31,119 93,964
DIVIDEND :
Due to carried forward losses of the previous years and negligible
profit for the year your directors express their inability declare any
dividend for the current year.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of Directors Report. A report on Corporate Governance as stated
above, along with a certificate of compliance from the Auditors, forms
part of this An nual Report. Management Discussion and Analysis Report
has been enclosed herewith and forming part of the Directors'' Report.
ENVIRONMENT PROTECTION :
Your Company is not engaged in any type of manufacturing activities. It
is not generating any type of pollution. Hence the regulations on
Pollution control are not applicable to your company.
INSURANCE AND PROTECTION OP ASSETS :
Your Company''s all fixed, movable and tangible assets are properly
insured against all available commercial, natural and human hazardous
risks from approved insurance companies. During the year under review
your Company has not made any insurance claim and no such claims are
still pending for settlement / payment.
DEPOSITS :
During the year under review your company has neith er invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act, 1956. The Deposits any accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act, 1956.
DIRECTORS :
Shri Naresh Rachchh, Director of the Company is liable to retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
reappointment.
Mr. Bhavik Badani & Mr. Jitendra Patel was appointed as an additional
Directors on 11/11 /2011 6s 20/11/2011 and in their respect company
received notices, seeks their appointment as Directors liable to retire
by rotation.
DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of
Companies Act, 1956, it is hereby confirm :
(a) that in the preparation of the annual accounts financial year ended
31 st March, 20 12, the applicable accounting standards have been
followed and there is no material departures from the same;
(b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate taccounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2012 on ''a going concern1 basis.
STATUTORY AUDITORS :
M/s. A. L. Thakkar & Co. , Chartered Accountants, Ahmedabad, retire at
the ensuing Annual General Meting and are eligible for reappointment.
The Company has received a certificate from them that their appointment
if approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956. The members are
requested to
AUDITORS OBSERVATION :
There are no observation s made by Auditors in their report. Notes to
the Accounts are itself self explanatory in nature.
EMPLOYEES:
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO :
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
MATERIAL CHANGES :
Except the information given in this report i.e. with regard to change
in management and control of the Company there are no material changes
that have taken place after the completion of financial year and up to
the date of this report which may have substantial effect on business
and finances of the company.
LISTING
The Equity Shares of the Company are presently listed at the Bombay
Stock Exchange Limited ( BSE). The Company has duly paid the Annual
listing fees up to 31 st March, 20 13 to BSE. Adequate care is being
taken t o comply almost all the norms and guidelines as per applicable
provisions of the Listing Agreement with the Company.
APPRECIATION :
Your Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of Company.
The Directors also take this o pportunity to thank the shareholders for
the confiden ce reposed in the management.
BY ORDER OF THE BOARD
ROSELAB INDUSTRIES LIMITED
Place:-Ahmedabad SD/-
Date : - 31.08.2012 (Jitendra Patel)
CHAIRMAN
Mar 31, 2011
The Members,
ROSELABS INDUSTRIES LIMITED, Ahmedabad
The Directors are pleased to present the 19th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS:
(Rs. in Thousands)
Financial Results Current Year Previous Year
2010-11 2009-10
Income 692.087 7233.654
Profit before making provisions for Interest,
Depreciation and Taxation
Less:
1. Interest 0.00 0.00
2. Depreciation 0.00 0.00
3. Provision for Taxation 0.00 0.00
4. Fringe Benefit Tax 0.00 0.00
5. Income Tax of earlier Year 0.00 87.92
Profit/loss for the year 93.964 -18786.714
DIVIDEND
Due to carried forward losses your directors do not propose any
dividends for the current year.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Company''s
Shares are listed. The report on Corporate Governance is included as a
part of Directors Report. A report on Corporate Governance as stated
above, along with a certificate of compliance from the Auditors, forms
part of this Annual Report. Management Discussion and Analysis Report
has been enclosed herewith and forming part of the Directors'' Report.
ENVIRONMENT PROTECTION :
Your Company is not engaged in any type of manufacturing activities. It
is not generating any type of pollution. Hence the regulations on
Pollution control are not applicable to your company.
INSURANCE AND PROTECTION OF ASSETS :
Your Company''s all fixed, movable and tangible assets are properly
insured against all available commercial, natural and human hazardous
risks from approved insurance companies. During the year under review
your Company has not made any insurance claim and no such claims are
still pending for settlement / payment.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act, 1956. The Deposits any accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act, 1956.
DIRECTORS :
Surekhaben K. Shah,, Director of the Company is liable to retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
reappointment.
After the date of Balance Sheet i.e. year ended 31.03.2011 during the
current year Mr. JAYENDRBHAI MOHANLAL SHAH have been appointed
directors in the meeting of members of the Company duly held on
05.04.2011 , in view of their shareholding reducing to negligible
levels. Consequently to their removal they are no more to management
and have also ceased to be the promoters of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm :
(a) that in the preparation of the annual accounts financial year ended
31st March, 2011, the applicable accounting standards have been
followed and there is no material departures from the same;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as ta give true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; {d) that the Directors have prepared the annual
accounts for the financial year ended 31st March, 2011 on ''a going
concern'' basis.
STATUTORY AUDITORS
M/s. A. L. Thakkar & Co., Chartered Accountants, Ahmedabad had
expressed their inability to continue as the Statutory Auditor of the
Company and the Board had appointed M/s.Motilal & Associates, chartered
Accountants Mumbai on the casual vacancy of the statutory auditor. The
Company has received a certificate from them that their appointment if
approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956. The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company.
AUDITORS OBSERVATION
There are no observations made by Auditors in their report. Notes to
the Accounts are itself self explanatory in nature.
EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure tp.this Report.
MATERIAL CHANGES
Except the information given in this report i.e. with regard to chang4e
in management and control of the Company there are no material changes
that have taken place after the completion of financial year and up to
the date of this report which may have substantial effect on business
and finances of the company.
LISTING
The Equity Shares of the Company are presently listed at the Bombay
Stock Exchange Limited ( BSE). The Company has duly paid the Annual
listing fees up to 31st March, 2011 BSE. Adequate care is being taken
to comply almost all the norms and guidelines as per applicable
provisions of the Listing Agreement with the Company.
APPRECIATION :
Your Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
BY ORDER OF THE BOARD ROSELAB INDUSTRIES LIMITED
Place : Ahmedabad SD/-
Date : 01.09.2011 (NARESH RACHCHH)
CHAIRMAN
Mar 31, 2010
The Directors are pleased to present the 18th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS:
(Rs. in Thousands)
Financial Results Current Year Previous Year
2009 - 10 2008 - 09
Sales 15778.244 61598.553
Profit before making provisions for Interest,
Depreciation and Taxation
Less :
1. Interest 0.00 16.01
2. Depreciation 0.00 708.561
3. Provision for Taxation 0.00 0.00
4. Fringe Benefit Tax 0.00 0.00
5. Income Tax of earlier Year 87.92 15.95
Profit/loss for the year -18786.714 -8288.627
DIVIDEND :
Due to carried forward losses your directors do not propose any
dividends for the current year.
PRESENT OPERATION AND FUTURE PROSPECTS : -
During the year under review the Company has earned a Gross Income of
Rs. 72.34 Lacs. Subsequent to the date of Balance Sheet, the
registered office of the company has been shifted to 14, Navkar, B/h.
Vasna Telephone Exchange, Vasna, Ahmedabad - 380007 w.e.f. 15.05.2010
Subsequent to the date of Balance sheet , the management of the Company
has been changed as per the Regulation 12 of the Securities Exchange
Board of India and new Directors have taken over w.e.f. 15.05.2010.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Necessary measures have been taken to comply with the requirements of
the Listing Agreements with the Stock Exchanges where the Companys
Shares are listed. The report on Corporate Governance is included as a
part of Directors Report. A report on Corporate Governance as slated
above, along with a certificate of compliance from the Auditors, forms
part of this Annual Report. Management Discussion and Analysis Report
has been enclosed herewith and forming part of the Directors Report.
ENVIRONMENT PROTECTION :
Your Company is not engaged in any type of manufacturing activities. It
is not generating any type of pollution. Hence the regulations on
Pollution control are not applicable to your company.
INSURANCE AND PROTECTION OF ASSETS :
Your Companys all fixed, movable and tangible assets are properly
insured against all available commercial, natural and human hazardous
risks from approved insurance companies. During the year under review
your Company has not made any insurance claim and no such claims arc
still pending for settlement / payment.
DEPOSITS :
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the public as defined
under Section 58A of the Companies Act, 1956. The Deposits any accepted
from the Directors are exempt as per the provisions of Section 58A of
the Companies Act, 1956.
DIRECTORS :
Shri Satish Vadilal Raval, Director of the Company is liable to retires
by rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
reappointment.
After the date of Balance Sheet i.e. year ended 31.03.2010 during the
current year Mr. Pawankumar T. Agarwal, Mr. Ramawtar D. Jangid, Mr.
Bhupendra B. Panchal , Ms. Ro/.y 1\ Agarwal have been removed from the
office of the Directors under section 284 of the Companies Act, 1956
and Mr. Ketanbhai K. Shah, Mr. Naresh Rachchh, Mr. Satish Vadilal
Ravai, Ms. Surekha K. Shah have been appointed in place of so removed
directors in the meeting of members of the Company duly held on
15.05.2010 , in view of their shareholding reducing to negligible
levels. Consequently to their removal they are no more to management
and have also ceased to be the promoters of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm :
(a) that in the preparation of the annual accounts financial year ended
31st March, 2010, the applicable accounting standards have been
followed and there is no material departures from the same;
(b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2010 ona going concernbasis. *
STATUTORY AUDITORS :
M/s. A. L. Thakkar & Co., Chartered Accountants, Ahmedabad, retire at:
the ensuing Annual General Meting and are eligible for reappointment.
The Company has received a certificate from them that their appointment
if approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956. The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company.
AUDITORS OBSERVATION :
There are no observations made by Auditors in their report. Notes to
the Accounts are itself self explanatory in nature.
EMPLOYEES :
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO :
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
MATERIAL CHANGES :
Except the information given in this report i.e. with regard to chang4e
in management and control of the Company there are no material changes
that have taken place after the completion of financial year and up to
the date of this report which may have substantial effect on business
and finances of the company.
LISTING
The Equity Shares of the Company are presently listed at the Bombay
Stock Exchange Limited ( BSE). The Company has duly paid the Annual
listing fees up to 31st March, 2009 BSE. Adequate care is being taken
to comply almost all the norms and guidelines as per applicable
provisions of the Listing Agreement with the Company.
APPRECIATION :
Your Directors express their gratitude to the continuous support of the
Financial Institutions. Banks, Central and State Governments, Office
of the Industries Commissioner, valued Customers and devoted workers
for their continuous contribution to the growth and progress of
Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
Registered Office : - BY ORDER OF THE BOARD
14, Navkar, ROSELAB INDUSTRIES LIMITED
B/h. Vasna Telephone Exchange,
Vasna, Ahmedabad - 380007 Sd/-
Date : - 01.09.2010 (KETANBHAI K. SHAH)
CHAIRMAN
Mar 31, 2009
The Directors are pleased to present the 17th Annual Report together
with Audited Financial Accounts for the year ended 31st March, 2009:
(Rs. in Thousand)
1. Current Year Previous Year
2008 - 09 2007 - 08
Rupees Rupees
Sales 61598.553 85030.58
Profit before making provisions
For Interest, Depreciation
and Taxation 9123.826 2966.68
Less
1. Interest 110.688 317.95
2. Depreciation 708.561 2203.78
3. Provision for Taxation 0.00 40.00
4. Fringe Benefit Tax 0.00 46.81
5. Income Tax of earlier Year 15.95 56.88
Profit /loss for the year (8288.627) 301.24
02. The general recessionary trend in domestic market for the products
in which the Company is dealing made the financial year 2008-2009 a
difficult for many companies. Your Company incurred the loss for the
Financial year 2008-2009, due to general recessionary trend prevailing
in the market all over the world and heavy cost of administrative and
other expenses and less sales. Your directors are hopeful to achieve
better results in future.
As you are aware there was disposal of the Companys Fixed Assets
relating to manufacturing unit of Dyes during the year under review as
approved by the members of the Company through Postal Ballot.
During the year under review the name of the Company was changed from
Roselabs Limited to "ROSELABS INDUSTRIES LIMITED: w.e.f. 7th April.
2009.
In view of loss incurred your Directors do not recommend any dividend.
03. The Shares of the Company are listed at Bombay Stock Exchange
Limited. Listing fees have been duly paid to the Stock Exchange.
04. All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequately insured.
05. Shri Bhupendra Panchal. Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
reappointment.
06. Pursuant to Section 217(2AA) of Companies Act. 1956, it is hereby
confirm:
a) that in the preparation of the annual accounts financial year ended
31st March. 2009, the applicable accounting standards have been
followed and there is no material departures from the same:
b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors have prepared the annual accounts for the
financial year ended 31st March. 2009 on a going concern basis.
07. The information relating to Conservation of Energy. Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1 |(e) of the Companies Act, 1956. read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988. is given in the Annexure to this Report
08. Provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules. 1975 are not applicable
to the Company, and hence the information is not given.
09. The Company has constituted an Audit Committee pursuant to the
provision of the Section 292A of the Companies Act. 1956. and as
required under Clause 49 of Listing Agreement, details of which is
given separately in the Report of Corporate Governance
10. As required under Clause 49 of the Listing Agreement executed with
Stock Exchanges, a separate report on Corporate Governance is attached
and forming part of the Annual Report for the year 2008-2009.
11. A separate Report on Management Discussion and Analysis is
attached herewith and form part of the Directors Report.
12. You are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration
The Company has received Certificate U/s 224(1 B) of the Companies Act,
1956 from M/S A. L. Thakkar & Co.. the Auditors of the Company
signifying that the reappointment if made, at the ensuing Annual
General Meeting, will be within the limits specified. The report of the
Auditor is self explanatory and have been suitably dealt with in the
notes to accounts.
13. The relationship with the employees continued to be cordial
throughout the year.
14. Your Directors express their gratitude to the continuous support
of the Financial Institutions. Banks, Central and State Governments,
Office of the Industries Commissioner, valued Customers and devoted
workers for their continuos contribution to the growth and progress of
Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
Regd. Office : For and on Behalf of the Board of Directors
123/1. Saijpur Gopalpur.
Pirana Road, Piplej,
Ahmedabad - 382 405.
Pawankumar Agarwal
Date : 17th July, 2009 Chairman - Managing Director
Mar 31, 2007
The Directors have pleasure in presenting herewith their 15th Annual
Report together with the Audited Statements of Accounts for the period
ended 31st March ,2007
(Rs. in lacs)
FINANCIAL RESULTS 2006-2007 2005-2006
Sales 654.93 515.65
Profit before making provisions 39.89 39.25
for Interest, Depreciation and Taxation
Less :
1. Interest 1.17 2.04
2. Depreciation 19.51 18.95
3. Provision for Taxation 1.65 1.50
4. Fringe Benefit Tax 0.60 0.50
Profit for the year 16.96 16.26
DIVIDEND
In view of lesser profits available for appropriation and to conserve
the resources your Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations during the year under review remained affected, due to
general recessionary trend prevailing in the market as well as all over
the world. Further severe competition in the domestic market also
effected the performance of the Company. Heavy raw material cost and
financial expenses effected the profitability of the Company. Your
director are planning to develop the better product mix and enter into
the international market. The Directors have put in efforts and are
exploring the possibility to achieve better results in future.
LISTING
The Shares of the Company are listed at Ahmedabad Stock Exchange
Limited and Bombay Stock Exchange Limited. Listing fees have been duly
paid to both the Stock Exchanges.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequately insured. DIRECTORS
Shri Pawankumar Agarwal and Shri Suresh Desai, Directors of the Company
retire by rotation at the ensuing annual General meeting and being
eligible offer themselves for reappointment. Your Directors recommend
their reappointment.
The Board of Directors had appointed Shri Zameer Agarwal and Shri
Bhupendra Panchal as additional Directors of the Company with effect
from 15th March, 2007 to hold the office upto the date of Annual
General Meeting. Your Directors recommend their appointment.
Shri Arjunbhai Dabhi and Shri Aabhash Agarwal, Directors of the Company
have resigned from the office of the director w.e.f. 15th March, 2007.
The Board express ther gratitude towards the services rendered by them
during the tenure of their service.
RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm: a) that in the preparation of the annual accounts financial
year ended 31 st March, 2007, the applicable accounting standards have
been followed and there is no material departures from the same;
b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2007 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
AUDIT COMMITTEE
The Company has constituted an Audit Committee pursuant to the
provision of the Section 292A of the Companies Act, 1956, and Clause 49
of Listing Agreement, details of which is given separately in the
Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
This has been dealt with in the separate annexure to this report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance as prescribed by Clause 49 of
the Listing Agreement of the relevant Stock Exchanges forms part of the
Annual Report 2006-2007 along with Auditors statement on its
compliance.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received Certificate U/s. 224(1 8) of the Companies
Act, 1956 from Mis. A. L.
Thakkar & Co., the Auditors- of the Company signifying that the
reappointment if made, at the ensuing Annual General Meeting, will be
within the limits specified. The report of the Auditor is self
explanatory and have been suitably dealt with in the notes to accounts.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ACKNOWLEDGMENT
Your Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of the
Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
Regd. Office : For and on Behalf of the
Board of Directors
123/1, Saijpur Gopalpur,
Pirana Road, Piplej,
Ahmedabad - 382 405.
Pawankumar Agarwal
Date : 13th September 2007 Chairman - Managing Director
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTOR'S REPORT
TO,
The Members,
ROSELABS LIMITED
Ahmedabad.
Your Directors have pleasure in presenting herewith their 14th Annual
Report together with the Audited Statements of Accounts for the period
ended 31st March 2006.
(Rs. in lacs)
FINANCIAL RESULTS 2005-2006 2004-2005
(9 Months) (12 Month)
Sales 394.97 288.41
Profit before making provisions 29.30 23.92
for Interest, Depreciation and
Taxation
Less:
1. Interest 1.86 2.41
2. Depreciation 14.23 16.32
3. Provision for Taxation 1.50 0.00
4. Fringe Benefit Tax 0.50 0.00
Profit for the year 11.21 5.19
DIVIDEND:
In view of lesser profits available for appropriation and to conserve the
resources your Directors do not recommend any dividend.
PRESENT OPERATIONS:
The operations during the year under review remained affected, due to
general recessionary trend prevailing in the market as well as all over the
world. Further severe competition in the domestic market also effected the
performance of the Company. Heavy raw material cost and financial expenses
effected the profitability of the Company. Your director are planning to
develop the better product mix and enter into the international market. The
Directors have put in efforts and are exploring the possibility to achieve
better results in future.
As you are aware the High Court of Gujarat has sanctioned the Scheme of
Amalgamation under Section 394(1) of the Companies Act, 1956 of Sadiram
Industries Pvt. Ltd. with the Company vide Order dated 31.03.2006.
LISTING:
The Shares of the Company are listed at Ahmedabad Stock Exchange Limited
and Bombay Stock Exchange Limited. Listing fees have been duly paid to both
the Stock Exchanges.
INSURANCE:
All properties and insurable interests of the Company including Building,
Plant and Machineries, Stocks, Spares etc. wherever necessary and to the
extent required, have been adequately insured.
DIRECTORS:
Shri Ramawtar Jangid, Director of the Company retire by rotation at the
ensuing Annual General meeting and being eligible offer himself for
reappointment.
RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of Companies Act, 1956, it, is hereby confirm:
a) that in the preparation of, the annual accounts financial year ended
31st March, 2006, the applicable accounting standards have been followed
and there is no material departures from the same;
b) 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 true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the
Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts for the financial
year ended 31st, March, 2006 on 'a going concern' basis,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO:
The information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo required under section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules, 1988, is given in the
Annexure to this Report.
PARTICULARS OF EMPLOYEES:
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to the
Company, and hence the information is not given.
AUDIT COMMITTEE:
The Company has constituted an Audit Committee pursuant to the provision of
the Section 292A of the Companies Act, 1956, and Clause 49 of Listing
Agreement, details of which is given separately in the Report on Corporate
Governance.
Jun 30, 2005
Our Directors have pleasure in presenting herewith their 13th Annual
Report together with the Audited Statements of Accounts for the period
ended 30th June, 2005.
(Rs. in lacs)
FINANCIAL RESULTS 2004-2005 2003-2004
Sales 288.41 174.79
Profit before making provisions 23.92 19.03
for Interest, Depreciation and
Taxation
Less :
1. Interest 2.41 1.45
2. Depreciation 16.32 16.09
3. Provision for Taxation Nil 0.06
Profit for the year 5.19 1.43
Add : Balance in Profit & Loss A/c 259.09 257.66
Profit available for Appropriation 264.28 259.09
Balance Carried to Balance sheet 264.28 259.09
DIVIDEND
In view of lesser profits available for appropriation and to conserve
the resources your Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations during the year under review were satisfactory. The
increased turnover of the Company shows a rise of almost 65%. Your
Company during the year under review has started the trading and
marketing of Pharmaceuticals generic tablets capsules and powder.
However this being the first year of operations in field of Pharma, the
desired results could not be achieved. Higher marketing and staff
costs, apart from increased financial expenses affected the
profitability of the Comapany.
During the current year the Company has achieved the turnover of Rs.
256.72 lacs resulting into the net profit of Rs. 6.07 lacs till the end
of September, 2005. Your Directors are in planning to develop the
better product mix and enter into the international market. The
Directors have put in efforts and are exploring the possibility to
achieve better results in future. Your Directors are confident to
achieve still better results in time to come.
As you are aware that the Company has passed the resolution for
amalgamation of Sadiram Industries Pvt. Ltd. with the Company in the
general meeting of the shareholders of the Company held on 21st April,
2005. The petition is pending with the Honble High court of Gujarat
and the final order is expected shortly.
LISTING
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchanges and the listing fees have been duly paid to both the Stock
Exchanges.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required have been adequately insured.
DIRECTORS
Shri Suresh Desai and Shri Pawankumar Agrawal, Directors of the Company
retire by rotation at the ensuing Annual General meeting and being
eligible offer themselves for reappointment, Shri Ashish Rawal resigned
as director of the Company during the year. Your Directors express
gratitude towards services rendered by him during tenure of his office.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of Companies Act, 1956. it is hereby
confirm:
a) that in the preparation of the annual accounts financial year ended
30th June, 2005, the applicable accounting standards have been followed
and there is no material departures from the same;
b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors have prepared the annual accounts for the
financial year ended 30th June. 2005 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956. read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given
AUDIT COMMITTEE
The Company has constituted an Audit Committee pursuant to the
provisions of the Section 292A of the Companies Act, 1956, and Clause
49 of Listing Agreement, details of which is given seperately in the
Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
This has been dealt with in the separate annexure to this report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance as prescribed by Clause 49 of
the Listing Agreement of the relevant Stock Exchanges forms part of the
Annual Report 2004-2005 along with Auditors statement on its
compliance.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received Certificate U/s.224(1B) of the Companies Act,
1956 from M/S A.L.Thakkar & Co. the Auditors of the Company signifying
that the reappointment if made at the ensuing Annual General Meeting,
will be within the limits specified. The report of the Auditor is self
explanatory and have been suitably dealt with in the notes to accounts.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ACKNOWLEDGMENT
Your Directors express their gratitude to the continuous support of the
Banks. Central and State Governments, Office of the Industries
Commissioner, valued Customers and devoted workers for their continuous
contribution to the growth and progress of the Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
Regd Office : For and on Behalf of the Board
123. Saijpur Gopalpur,
Pirana Road. Piplej,
Ahmedabad - 382 405.
Pawankumar Agrawal
Date : 28th November, 2005 Chairman - Managing Director
ANNEXURE TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and out go as
required under Section 217 (1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in Directors Report) Rules. 1988
and forming part of the Directors Report for the year ended 30th June,
2005.
A. CONSERVATION OF ENERGY
1) Energy Conversation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and
execute energy conservation schemes. Effective measures are being
taken for overall technological upgradation of plant and machinery.
2) Total energy consumption and energy consumption per unit of
production FORM `A
A) POWER AND FUEL CONSUMPTION
Amount In Rupees
2004-2005 2003-2004
1) Power & Fuel 19,12,172 23,28,093
B) TECHNOLOGY ABSORPTION :
a) Research and Development
i) Specific areas in which R & D carried out by the Company. The
Research & Development efforts of the Company are directed towards
quality control and improvement of in-house expertise.
ii) Benefits derived as a result of the above R & D Benefits derived by
the Company from its Research & Development activities are primary by
way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation:
i) Efforts in brief made towards technology absorption, adoption and
innovation:
The Company has been putting emphasis to train its technical personnel
in house by way of providing training to them for the latest technology
available.
ii) Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which has been brought
to the International Standard, besides improving the productivity and
reducing the wastages.
iii) information regarding technology imported during the last five
years: Not Applicable.
C) FOREIGN EXCHANGE EARNINGS/OUTGO : Not Applicable.
Jun 30, 2003
The Directors have pleasure in presenting herewith their 11th Annual
Report together with the Audited Statements of Accounts for the year
ended 30th June, 2003.
(Rs. in Lacs)
FINANCIAL RESULTS 2002-2003 2001-2002
Sales 197.35 180.26
Profit before making provisions 21.50 21.70
for Interest, Depreciation and Taxation
Less :
1. Interest 1.97 3.24
2. Depreciation 17.53 17.59
3. Provision for Taxation 0.05 0.11
Profit for the year 1.95 0.76
Add : Balance in Profit & Loss A/c 255.70 254.94
Profit available for Appropriation 257.65 255.70
Balance Carried to Balance sheet 257.65 255.70
DIVIDEND
In view of lesser profits during the year under review and to conserve
the resources your Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations during the year under review remained affected, due to
general recessionary trend prevailing in the market. Further,
recessionary trend across the country and all over the world as well
and severe competition in the domestic market also effected the
performance of the Company. Manufacturing and administrative expenses
effected the profitability of the Company. However due to continued
effort on financial costs reduction improved the performance of the
Company. The Directors have put in efforts and are exploring the
possibility to achieve better results in future.
LISTING
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchanges and the listing fees have been duly paid to both the Stock
Exchanges.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequately insured.
DIRECTORS
Shri Suresh Desai, Director retire by rotation at the ensuing Annual
General Meeting. Being eligible he offers himself for reappointment.
RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm :
a) that in the preparation of the annual accounts financial year ended
as on 30th June, 2003, the applicable accounting standards have been
followed and there is no material departures from the same;
b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors have prepared the annual accounts for the
financial year ended as on 30th June, 2003 on `a going concern' basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
AUDIT COMMITTEE
The Company has constituted an Audit Committee pursuant to the
provision of the Section 292A of the Companies Act, 1956, which
consists the following Directors:
1. Shri Ashish Raval (Chairman of the Committee)
2. Shri Suresh Desai (Member of the Committee)
3. Shri Pawankumar Agrawal (Member of the Committee)
The terms of reference of the Audit Committee mandated by your Board of
Directors which is also in line with the statutory and regulatory
requirement are:
a. Oversight of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
b. Recommending the appointment and removal of external auditors,
fixation of audit fees and also approval for payment for any other
services.
c. Reviewing with management the annual financial statements before
submission to the board.
d. Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
e. Reviewing the adequacy of internal audit function including
structure of the internal audit department, staffing and seniority of
the official heading the department, reporting structure coverage and
frequency of internal audit.
f. Discussion with internal auditors on any significant findings and
follow-up thereon.
g. Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
h. Discussion with external auditors before the audit commences, nature
and scope of audit as well as have post-audit discussions to ascertain
any area of concern.
i. Reviewing the company's financial and risk management policies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
This has been dealt with in the separate annexure to this report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance as prescribed by the Listing
Agreement of the relevant Stock Exchanges forms part of the Annual
Report 2002-2003 along with Auditors' Certificate on its compliance.
AUDITORS
You are requested to appoint Auditors for. the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received Certificate U/s.224(1B) of the Companies Act,
1956 from M/S A.L.Thakkar & Co. the Auditors of the Company signifying
that the reappointment if made, at the ensuing Annual General Meeting,
will be within the limits specified. The report of the Auditor is self
explanatory and have been suitably dealt with in the notes to accounts.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ACKNOWLEDGMENT
The Directors express their gratitude to the continuous support of the
Financial Institutions, Banks, Central and State Governments, Office of
the Industries Commissioner, valued Customers and devoted workers for
their continuous contribution to the growth and progress of the
Company.
The Directors also take this opportunity to thank the shareholders for
the confidence reposed in the management.
Regd. Office : For and on Behalf of the Board
123/1, Saijpur Gopalpur,
Pirana Road, Piplej,
Ahmedabad - 382 405.
Pawankumar Agrawal
Date : 15th November, 2003 Chairman - Managing Director
ANNEXURE TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy
Technology Absorption and Foreign Exchange Earning and Outgo as
required under Section 217(1)(e) of the Companies Act,1956 read with
Companies (Disclosure of Particulars in Directors' Report) Rules, 1988
and forming part of the Directors' Report for the year ended as on 30th
June, 2003.
A. CONSERVATION OF ENERGY
1) Energy Conversation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and
execute energy conservation schemes, Effective measures are being taken
for overall technological upgradatlon of plant and machinery.
2) Total energy consumption and energy consumption per unit of
production
B) TECHNOLOGY ABSORPTION :
a) Research and Development
i) Specific areas In which R & 0 carried out by the Company. The
Research & Development efforts of the Company are directed towards
quality control and Improvement of In-house expertise.
ii) Benefits derived as a result of the above R & D by the Company from
its Research & Development activities are primary by way of Improvement
In product quality and cost effectiveness.
b) Technology Absorption and Innovation:
i) Efforts in brief made towards technology absorption, adoption and
Innovation:
The Company has been putting emphasis to train Its technical personnel
in house by way of providing training to them for the latest technology
available.
ii) Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which has been brought
to the International Standard, besides Improving the productivity and
reducing the wastages.
iii) Information regarding technology Imported during the last five
years:
Not Applicable
C) FOREIGN EXCHANGE EARNINGS/OUTGO
Not Applicable
Jun 30, 2002
Your Directors have pleasure in presenting herewith their 10th Annual
Report together with the Audited Statements of Accounts for the period
ended 30th June, 2002.
(Rs. in Lacs)
FINANCIAL RESULTS 2001-2002 2000-2001
Sales 180.26 355.56
Profit before making provisions for Interest,
Depreciation and Taxation 21.59 25.55
Less:
1. Interest 3.24 2.96
2. Depreciation 17.59 21.72
3. Provision for Taxation Nil Nil
Profit for the year 0.76 0.87
Add: Balance in Profit & Loss A/c 254.94 254.07
Profit available for Appropriation 255.70 254.94
Balance Carried to Balance sheet 255.70 254.94
DIVIDEND
In view of lesser profits during the year under review and to conserve
the resources your Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations during the year under review remained affected, due to
general recessionary trend prevailing in the market. Further, the
attack on Twin Towers in New York City in month of September, 2001
resulted in a severe recession in the global economy and the same has
badly hit the Indian market as well. Business environment and market
conditions continued to be subdued due to communal riots in state of
Gujarat in month of February, 2002 with declining industrial growth in
the state and the county as well. The Directors have put in efforts and
are exploring the possibility to achieve better results in future.
LISTING
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchanges and the listing fees have been duly paid to both the Stock
Exchanges.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequately insured.
DIRECTORS
Shri Pawankumar Agrawal, Director retire by rotation at the ensuing
annual General meeting. Being eligible he offers himself for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby
confirm that:
a) that in the preparation of the annual accounts financial year ended
31st March, 2002, the applicable accounting standards have been
followed and there is no material departures from the same;
b) 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 true and fair view of the state of
affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that year;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2002 on `a going concern basis.
DEMATERIALISATION OF EQUITY SHARES
As per direction of the SEBI and Mumbai Stock Exchange, the shares of
the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories, i.e. National
Securities Depository Limited and Central Depository Services (India)
Limited and ISIN No. for the equity shares of the Company is
INE477C01018. As on date 30.15 percent shares of the company have been
dematerialised by members through NSDL and CDSL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules,1975 are not applicable to
the Company, and hence the information is not given.
AUDIT COMMITTEE
The Company has constituted an Audit Committee pursuant to the
provision of the Section 292A of the Companies Act, 1956, which
consists the following Directors:
1. Shri Suresh Desai (Chairman of the Committee)
2. Shri Ashish Raval (Member of the Committee)
3. Shri Pawankumar Agrawal (Member of the Committee)
The terms of reference of the Audit Committee mandated by your Board of
Directors which is also in line with the statutory and regulatory
requirement are:
a. Oversight of the Companys financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
b. Recommending the appointment and removal of external auditors,
fixation of audit fees and also approval for payment for any other
services.
c. Reviewing with management the annual financial statements before
submission to the board.
d. Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
e. Reviewing the adequacy of internal audit function including
structure of the internal audit department, staffing and seniority of
the official heading the department, reporting structure coverage and
frequency of internal audit.
f. Discussion with internal auditors on any significant findings and
follow-up thereon.
g. Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
h. Discussion with external auditors before the audit commences, nature
and scope of audit as well as have post-audit discussions to ascertain
any area of concern.
i. Reviewing the companys financial and risk management policies.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received Certificate U/s. 224(1 B) of the Companies
Act, 1956 from M/s. A. L. Thakkar & Co. the Auditors of the Company
signifying that the reappointment if made, at the ensuing Annual
General Meeting, will be within the limits specified. The report of the
Auditor is self explanatory and have been suitably dealt with in the
notes to accounts.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ACKNOWLEDGMENT
Your Directors place on record their sincere thanks for continuous
support of the Financial Institutions, Banks, Central and State
Governments, Office of the Industries Commissioner, valued Customers
and devoted workers for their continuous contribution to the growth and
progress of the Company.
The Directors also express their gratitude to the shareholders for the
confidence reposed in the management.
ANNEXURE TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo as
required under Section 217 (1)(e) of the Companies Act,1956 read with
Companies (Disclosure of Particulars in Directors Report) Rules, 1988
and forming part of the Directors Report for the year ended 30th June,
2002.
A. CONSERVATION OF ENERGY
1) Energy Conversation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and
execute energy conservation schemes. Effective measures are being
taken for overall technological Upgradation of plant and machinery.
2) Total energy consumption and energy consumption per unit of
production
B) TECHNOLOGY ABSORPTION:
a) Research and Development
i) Specific areas in which R&D carried out by the Company. The Research
& Development efforts of the Company are directed towards quality
control and improvement of in-house expertise.
ii) Benefits derived as a result of the above R&D Benefits Derived by
the Company from its Research & Development activities are primary by
way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation:
i) Efforts in brief made towards technology absorption, adoption and
innovation:
The Company has been putting emphasis to train its technical personnel
in house by way of providing training to them for the latest technology
available.
ii) Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which has been brought
to the International Standard, besides improving the productivity and
reducing the wastages.
iii) information regarding technology imported during the last five
years:
Not Applicable.
C) FOREIGN EXCHANGE EARNINGS/OUTGO
Not Applicable.
Regd. Office: For and on Behalf of the Board
123, Saijpur Gopalpur,
Pirana Road, Piplej,
Ahmedabad - 382 405. Pawankumar Agrawal
Date: 15th November, 2002 Chairman - Managing Director
Jun 30, 2000
Your Directors have pleasure in presenting herewith their 8th Annual
Report together with the Audited Statements of Accounts for the period
ended 30th June, 2000.
FINANCIAL RESULTS
-----------------------
(Rs. in lacs)
1998-99 1999-2000
-----------------------
Sales 496.46 488.19
Profit before making provisions for Interest,
Depreciation and Taxation 35.13 30.04
Less:
1. Interest 11.34 6.25
2. Depreciation 22.42 22.34
3. Provision for Taxation Nil Nil
------- ------
Profit for the year 1.35 1.44
Add: Balance in Profit & Loss A/c 231.28 232.63
------- ------
Profit available for Appropriation 232.63 234.07
Balance Carried to Balance Sheet 232.63 234.07
DIVIDEND
In view of lesser profits during the year under review and to conserve
the resources your Director do not recommend any dividend.
PRESENT OPERATIONS:
The operations of the Company remained satisfactory during the year
under review. However due to the present economic condition prevailing
and to compete with the other players in the market the margins of the
profits were effected, inspite of the efforts put in bye the Company to
reduced the financial charges.
However your Directors are hopeful to achieve better results in the
coming years, by effecting the perfect product mix and taking cost
reduction measures.
DIRECTORS
Shri Suresh Desai, Director retire by rotation at the ensuing annual
General Meeting. Being eligible he offers herself for reappointment.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stock, Spares etc, wherever necessary
and to the extent required, have been adequate insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING/OUTGO.
The information relating to Conversation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(i)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988 is given in the annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, and hence the information is not given.
AUDITORS
Your are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received Certificate U/s. 224(1)(B) of the Companies Act,
1956 from M/S A.L. Thakkar & Co. the Auditors of the Company signifying
that the reappointment if made, at the ensuing Annual General Meeting,
will be within the limits specified. The report of the Auditor is self
explanatory and have been suitably dealt with in the notes to accounts.
LISTING
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchange and the listing fees have been duly paid to both the Stock
Exchange.
DEMATERIALISATION OF SHARES:
The equity shares of the Company are available for dematerialisation.
The Company has entered into an agreement with National Securities
Depository Limited (NSDL) and with Central Depository Service (India)
Limited for holding and trading Company's equity shares in Electronic
form.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ACKNOWLEDGMENT :
The Directors place on record their sincere thanks for continuous
support of the Financial Institutions, Banks, Central and State
Governments, Office of the Industries Commissioner, valued Customers
and devoted workers for their continuous contribution to the growth and
progress of the Company.
The Directors also express their gratitude to the shareholders for the
confidence reposed in the management.
for and on behalf of the Board
Registered Office :
123/1, Sajipur Gopalpur,
Pirana Road, Pawan Kumar Agarwal
Piplej, Chairman
Ahmedabad - 382 405
Dated : 1st November, 2000
ANNEXURE TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo as
required under Section 217 (1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in Directors' Report) Rules, 1988
and forming part of the Directors' Report for the period ended 30th
June, 2000.
A. CONSERVATION OF ENERGY
1) Energy Conservation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and
execute energy conservation schemes. Effective measures are being taken
for overall technological upgradation of plant and machinery.
2) Total energy consumption and energy consumption per unit of
production
FORM 'A'
-----------------------
A) POWER AND FUEL CONSUMPTION (Amount in Rupees)
Electricity 1990-00 1998-99
-----------------------
a) Purchased 797147 892153
b) Own Generation 254005 191416
B) TECHNOLOGY ABSORPTION :
a) Research and Development :
i) Specific areas in which R&D, carried out by the Company.
The Research & Development efforts of the Company are directed towards
quality control and improvement of inhouse expertise.
ii) Benefits derived as a result of the above R&D. Benefits Derived by
the Company from its Research & Development activities are primary by
way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation:
i) Efforts in brief made towards technology absorption, adoption and
innovation The Company has been putting emphasis to train its technical
personnel by way of providing training to them for the latest
technology available.
ii) Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which has been brought
to the International Standard, besides improving the productivity and
reducing the wastage.
iii) Information regarding technology imported during the last five
years :
Not Applicable.
C) FOREIGN EXCHANGE EARNINGS/OUTGO
---------------------------------------------------------------------
Particulars 1997-98 1998-99
Rupees Rupees
---------------------------------------------------------------------
Foreign Exchange Earned:
Export of Goods on FOB Basis Nil Nil
Foreign Exchanged Used Nil NIl
Foreign Traveling
Bank Charges
Membership & Subscription
Finished Goods Purchased
Telephone Expenses
------------------------------------------------------------------------
Jun 30, 1999
The Directors have pleasure in presenting herewith their 7th Annual
Report together with the Audited Statements of Accounts for the period
ended 30th June, 1999.
(Rs. in lacs)
FINANCIAL RESULTS 1998-99 1997-98
Sales 496.47 495.63
Profit before making provisions 35.54 46.74
for Interest, Depreciation and Taxation
Less :-
Interest 11.34 21.23
Depreciation 22.34 22.78
Provision for Taxation 00.00 00.00
Profit for the year 1.35 2.73
Add : Balance in Profit & Loss A/c, 231.28 228.55
Profit available for Appropriation 232.63 231.28
Balance Carried to Balance Sheet 232.63 231.28
DIVIDEND
In view of lesser profits during the year under review and to conserve
the resources the Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations of the Company improved during the year under review
resulting into increase of sales to Rs. 496.47 lacs showing increase of
Rs.0.84 Lacs over the sales of previous year of Rs.495.63 Lacs. However
due to the present economic condition prevailing and to compete the
margins of the profits were affected inspite of the efforts put in by
the Company to reduce the financial charges.
However by effecting the perfect product mix and taking cost reduction
measures, the Directors are hopeful to achieve better results in the
coming year.
DIRECTORS
Shri Ashish Raval, Director retire by rotation at the ensuing annual
General meeting. Being eligible he offers himself for reappointment.
INSURANCE
All properties and insurable interests of the Company including
Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/ OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
section 217(I)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration of Rs.3,00,000/- p.a. or Rs.25,000/- p.m. during
the financial year under review.
Y2K COMPLIANCE
The Company has drawn out a programme to monitor the Year 2000 (Y2K)
compliance of its systems. The entire process is at virgin stage of
the completion. The cost in this regard will not be material. The
Company believer that the risk, if any, controllable with contingency
plans being developed and will not pose any significant problems for
the Company's business process.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold
office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Company has received a Certificate U/s.224(1)(B) of the Companies
Act, 1956 from M/S A.L.Thakkar & Co. the Auditors of the Company
signifying that the reappointment if made, at the ensuing Annual
General Meeting, will be within the limits specified.
LISTING
The Shares of the Company are listed at Ahmedabad, Delhi, Madras and
Mumbai Stock Exchanges.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation
for the co-operation received from the staff and workers at all levels.
ANNEXURE TO THE DIRECTORS REPORT
Disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo as
required under Section 217 (1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in Directors' Report) Rules, 1988
and forming part of the Directors' Report for the period ended 30th
June, 1999.
A. CONSERVATION OF ENERGY
1) Energy Conservation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and
execute energy conservation schemes. Effective measures are being taken
for overall technological upgradation of plant and machinery.
B) TECHNOLOGY ABSORPTION :
A) Research and Development :
i) Specific areas in which R & D. carried out by the Company.
The Research & Development efforts of the Company are directed towards
quality control and improvement of inhouse expertise.
ii) Benefits derived as a result of the above R & D. Benefits Derived
by the Company from its Research & Development activities are primary
by way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation :
i) Efforts in brief made towards technology absorption, adoption and
innovation
The Company has been putting emphasis to train its technical personnel
by way of providing training to them for the latest technology
available.
ii) Benefits derived as a result of the above efforts :
It has resulted in a better quality of product which has been brought
to the International Standard, besides improving the productivity and
reducing the wastages.
iii) Information regarding technology imported during the last five
years :
Not Applicable.
C) FOREIGN EXCHANGE EARNINGS / OUTGO
Particulars 1998-99 1997-98
Rupees Rupees
Foreign Exchange Earned : -
Export of Goods on FOB Basis Nil Nil
Foreign Exchange Used : Nil Nil
Foreign Travelling
Bank Charges
Membership & Subscription
Finished Goods Purchased
Telephone Expenses
Jun 30, 1998
The Directors have pleasure in presenting herewith their 6th Annual
Report together with the Audited Statements of Accounts for the period
ended 30th June, 1998.
FINANCIAL RESULTS
(Rs. in lacs)
1997-98 1996-97
Export Sales 00.00 4.29
Local Sales 495.63 411.51
Total Sales 495.63 415.80
Profit before making provisions 46.74 34.35
for interest, Depreciation and Taxation
Less :-
1. Interest 21.23 16.71
2. Depreciation 22.78 13.20
3. Provision for Taxation 00.00 00.00
Profit for the year 2.73 4.44
Add : Balance in Profit & Loss A/c, 228.55 224.11
Profit available for Appropriation 231.28 228.55
Balance Carried to Balance Sheet 231.28 228.55
DIVIDEND
In view of lesser profits during the year under review and to conserve
the resources your Directors do not recommend any dividend.
PRESENT OPERATIONS
The operations of the Company improved during the year under review
resulting into increase of sales to Rs. 495.66 lacs showing increase of
20%. However due to increased depreciation provided and the increased
Financial charges the profitability has been effected. However by
effecting the perfect product mix and taking cost reduction measures,
your Directors are hopeful to achieve better results in the coming year.
PROJECTIONS VERSUS ACTUALS
In the prospectus the following was projected against which the actuals
are stated alongside.
(Rupees in Lacs)
PARTICULARS PROJECTED ACTUALS
Sales 2026.17 495.63
Profit Before Tax 517.96 2.73
Profit after Tax 410.38 2.73
Equity Capital 597.01 597.00
Reserves 927.65 251.27
The projections as mentioned in the prospectus could not be achieved due
to reason of woridwiderecession prevailing in the economy.
DIRECTORS
Shri Pawan Kumar Agrawal, Director retire by rotation at the ensuing
annual General meeting. Being eligible he offers himself for reappointment.
Shri Pawan Kumar Agrawal is proposed to be appointed as the Managing
Director. The Director recommended his appointment.
Shri Suresh Desai is proposed to be appointed as a Whole Time Director
of the Company. Looking at the rich experience and qualification of
Shri Suresh Desai your Directors recommend his appointment.
INSURANCE
All properties and insurable interests of the Company including Building, Plant and Machineries, Stocks, Spares etc. wherever necessary
and to the extent required, have been adequeately insured.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS' OUTGO.
The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(I)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of- particulars in the Report of the Board of Directors)
Rules, 1988, is given in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt
of total remuneration of Rs. 3,00,000/- p.a. or Rs. 25,000/- p.m. during the financial year under review.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.
The Company has received Certificate U/s. 224(1)(B) of the Companies
Act, 1956 from M/S A.L. Thakkar & Co. the Auditors of the Company signifying that the reappointment if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self explanatory and have been suitably dealt with in the notes to accounts.
LISTING
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchanges.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the
year under review. Directors wish to place on record their appreciation for the co-operation received from the staff and workers at all levels.
Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required
under Section 217 (1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Directors' Report) Rules, 1988 and forming part of the Directors' Report for the period ended 30th June, 1996.
A. CONSERVATION OF ENERGY
- Energy Conversation measures taken
The Company has formed a strong technical department headed by a senior
personnel to continuously monitor energy consumption and plan and execute energy conservation schemes. Effective measures are being taken for overall technological upgradation of plant and machinary.
- Total energy consumption and energy consumption per unit of production
FORM `A'
A) POWER AND FUEL CONSUMPTION
(Amount in Rupees)
Electricity 1997-98 1996-97
a) Purchased 692904 797142
b) Own Generation 327987 254005
B) TECHNOLOGY ABSORPTION
a) Research and Development
- Specific areas in which R & D. carried out by the Company.
The Research & Development efforts of the Company are directed towards
quality control and improvement of inhouse expertise.
- Benefits derived as a result of the above R & D. Benefits Derived
by the Company from its Research & Development activities are primary
by way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation
- Efforts in brief made towards technology absorption, adoption and
innovation
The Company has been putting emphasis to train its technical personnel
by way of providing training to them for the latest technology available.
- Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which has been brought
to the international Standard, besides improving the productivity and
reducing the wastages.
- information regarding technology imported during the last five years:
Not Applicable.
C) FOREIGN EXCHANGE EARNINGS I OUTGO
Particulars 1997-98 1996-97
Rupees Rupees
Foreign Exchange Earned :
Export of Goods on FOB Basis Nil 4,29,178
Foreign Exchange Used : Nil Nil
Foreign Travelling
Bank Charges
Membership & Subscription
Finished Goods Purchased
Telephone Expenses
Jun 30, 1997
Details not available in 1997-98 report.
Jun 30, 1996
Your Directors have pleasure in presenting herewith their 4th Annual
Report together with the Audited Statements of Accounts for the period ended 30th June, 1996.
(Rs. in lacs)
FINANCIAL RESULTS 1995-96 1994-95
Export Sales 102.58 326.13
Local Sales 1248.31 720.68
Total Sales 1350.89 1046.81
Profit before making provisions
for Interest, Depreciation and
Taxation 77.50 225.53
Less:
1. Interest 18.63 4.01
2. Depreciation 29.96 5.61
3. Provision for Taxation 00.00 1.00
Profit for the year 28.91 214.91
Add : Balance in Profit & Loss A/c 197.32 30.88
Profit available for Appropriation 226.23 245.79
APPROPRIATION
Income Tax for Earlier Years 2.11 4.00
Proposed Dividend 00.00 24.47
Transferred to General reserve 00.00 20.00
Balance Carried to Balance sheet 224.11 197.32
DIVIDEND
To conserve the resources for future ongoing projects and to enhance the share value your Directors do not recommend any dividend.
PRESENT OPERATIONS
The Company during the year under review has increased the sales to the tune of Rs. 1350.89 Lacs which shows the increase of 30% compared to previous year. However due to recession in dyestuff industries and also in textile industry which is the final user of company's products the net profits are lower compared to previous year. The Directors are pleased to inform that poluation treatment plant has been installed and is operating at satisfactory level.
EXPORT PERFORMANCE
The Export performance was satisfactory during the year. The Company was in position to make the Exports worth Rs.102.58 lacs. The Company has taken up the work of indirect exports through a multinational company. Your Directors are hopeful to achieve better performance at this corner during the times to come.
FUTURE PROSPECTS
The future prospects of the Company are bright. Your Directors are hopeful to achieve better results by a better product mix and Cost effectiveness steps.
PROJECTIONS VERSUS ACTUALS
In the prospectus the following was projected against which the actuals are stated alongside.
(Rupees in Lacs)
PROJECTED ACTUALS
PARTICULARS (For 12 months) (For 15 months)
Sales 1508.38 1392.24
Profit Before Tax 334.18 86.72
Profit after Tax 277.89 26.80
Equity Capital 597.01 597.00
Reserves 369.52 244.11
Earnings Per Share 4.65 Rs.0.48
Book Value Rs.15.32 14.08
The projections as mentioned in the prospectus could not be achieved due to the following reasons:-
1. The pollution problem faced by the Dye stuff Industry on the whole.
2. The increases in the prices of raw materials which in turn couldn't be passed on to the customers viz. the textile industry which is undergoing the bearish trend.
DIRECTORS
Smt. Rosy Devi Agrawal, Director retire by rotation at the ensuing annual General meeting. Being eligible she offers herself for reappointment.
During the year under review Shri Rambhagat Saraogi and Shri Rajnikant Choksi resigned from the Board due to their preoccupation. Your Directors express their gratitude and sincere thanks for the guidance provided to the Board during their tenure.
INSURANCE
All properties and insurable interests of the Company including Building, Plant and Machineries, Stocks, Spares etc. wherever necessary and to the extent required, have been adequately assured.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.3,00,000/- p.a. or Rs 25,000/- p.m. during the financial year under review.
AUDITORS
You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their remuneration.
M/s. A. L. Thakkar & Co Chartered Accountant, Ahmedabd retire a the
conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.
PERSONNEL
Industrial relations continued to be cordial and harmonious during the year under review. Directors wish to place on record their appreciation for the cooperation received from the staff and workers at all levels.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks for continuous
support of the Financial Institutions, Banks, Central and State
Governments, Office of the Industries Commissioner, valued Customers and devoted workers for their continuous contribution to the growth and progress of the Company.
The Directors also express their gratitude to the shareholders for the confidence reposed in the management.
A. CONSERVATION OF ENERGY
1) Energy Conversation measures taken
The Company has formed a strong technical department headed by a senior personnel to continuously monitor energy consumption and plan and execute energy conservation schemes. Effective measures are being taken for overall technological upgradation of plant and machinery.
2) Total energy consumption and energy consumption per unit of production
B) TECHNOLOGY ABSORPTION :
a) Research and Development
i) Specific areas in which R & D carried out by the Company. The Research & Development efforts of the Company are directed towards quality control and improvement of inhouse expertise.
ii) Benefits derived as a result of the above R & D
Benefits Derived by the Company from its Research Development activities are primary by way of improvement in product quality and cost effectiveness.
b) Technology Absorption and innovation:
i) Efforts in brief made towards technology absorption, adoption and
innovation
The Company has been putting emphasis to train its technical personnel by way of providing training to them for the latest technology available.
ii) Benefits derived as a result of the above efforts:
It has resulted in a better quality of product which as been brought to the International Standard, besides improving the productivity and reducing the wastages.
iii) Information regarding technology during the last five years:
Not Applicable.
C) FOREIGN EXCHANGE EARNINGS/OUTGO
Particulars 1995-96 1994-95
Rupees Rupees
Foreign, Exchange Earned:
Export of Goods on FOB Basis 10257979 32613154
Foreign Exchange Used:
Foreign Travelling Nil Nil
Bank Charges Nil Nil
Membership & Subscription Nil Nil
Goods Purchased Nil 389840
Telephones Expenses Nil Nil
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