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Directors Report of Lux Industries Ltd.

Mar 31, 2016

1. Financial Results

(Rs, in lacs)

Particulars

For the year ended March 31, 2016

For the year ended March 31, 2015

Gross Income

94,116.33

90,913.50

Profit before Interest, Depreciation and Tax

9,476.37

8,141.88

Less: Depreciation

411.89

(421.70)

Less: Finance Cost

1,196.50

1,764.34

Profit Before Tax

7,867.98

6,799.24

Tax Expense

(a) Current Tax

2,769.00

2,035.00

(b) Deferred Tax

(25.79)

241.33

(c) Income Taxes for earlier year

(9.29)

-

Profit after Tax

5,134.06

4,522.91

Add: Surplus brought forward

10,732.15

6,973.14

Balance available for appropriation

15,866.21

11,496.05

Appropriations:

Transfer to General Reserve

100.00

400.00

Dividend on equity shares

353.54

303.04

Dividend on preference shares

14.00

0.23

Dividend tax on equity dividend

71.97

60.58

Dividend tax on preference dividend

2.85

0.05

Balance carried forward

15,323.85

10,732.15

Total

15,886.22

11,496.05

2. Results of Operations

Your company delivered another year of steady performance in the backdrop of continuing sluggishness in the macro-economic environment. During the year under review, the Company achieved a gross income of Rs, 94,116.33 lacs as against Rs, 90,913.50 lacs in the previous year. Profit before Tax is Rs, 7,867.98 lacs as against Rs, 6,799.24 lacs as against the previous year. The Net Profit after tax is Rs, 5,134.06 lacs as against Rs, 4,522.91 lacs for the previous year. The earnings per share is Rs, 101.65 against Rs, 89.55 in the previous year.

The innerwear industry is expected to grow at 8% to 10% during 2016-17. The yarn prices are expected to remain steady. The top line of the company is also expected to grow at 10%. The company expects to achieve better efficiency with its Dankuni Plant commencing operations having an area of six lakh square feet. The company has its other manufacturing capacities at B.T.Road, Dhulagarh, Agarpara, Ludhiana and Tirupur. The company has its sales offices almost all over the country.

3. Dividend

The Board of Directors at the meeting held on March 12, 2016 declared an interim dividend @ 60% (Rs, 6/-) per Equity Share. The Board is pleased to recommend a final dividend @ 10% (Rs, 1/-) per Equity Share. This will make the total dividend for the year @ 70% (Rs, 7/-) per share (previous year Rs, 6.00 per Equity Share) on 50,50,600 equity shares of Rs,10 each. The Board also recommends to pay dividend @ 0.25% on 56,00,000 preference shares ofRs, 100 each. Payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting.

4. Material Changes and Commitments

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

5. Share Capital

During the year under review there was no change in share capital of the company.

6. Transfer to Reserves

The Company propose to transfer a sum of Rs, 100.00 lacs to the General Reserve out of profits earned by the Company.

7. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

8. Particulars of loans, guarantees or Investments

Particulars of loans given during the year are as follows. Further the Company has not given any guarantees covered under the provision of section 186, of the Companies Act, 2013.

(Rs,in lacs)

Name

Rate of Interest

Max amount of Outstanding

Purpose

Frontiers Warehousing Pvt. Ltd.

15%

100

Loan

Jalan & Sons

12%

25

Loan

West Bengal Hosiery Park Infrastructure Limited

9%

1800

Loan

The details of investments made by Company are given under the notes to the financial statements.

9. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

10. Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Companies Act 2013, read with rules made there under, your directors have constituted a Corporate Social Responsibility Committee. As part of its initiatives under "Corporate Social Responsibility (CSR)", the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes. The CSR Policy may be accessed on the Company''s website at the link: http://www.luxinnerwear. com/investor_download_pdf2/20151221073219.pdf. The Annual Report on CSR activities is annexed herewith as Annexure ''B''

11. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ''C'' forming part of this Report.

12. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate Section on Corporate Governance together with a certificate from the Company''s Auditor confirming compliance is set out in Annexure ''D'' and Annexure ''F'' forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ''E''.

13. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO/CFO certification on the accounts of the Company as given by Sri Ashok Kumar Todi, Whole Time Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in Annexure ''E'' forming part of this report.

14. Directors & Key Managerial Personnel

Details of Directors or Key Managerial Personnel (KMP) appointed or resigned during the year are as below:

SI.

Directors / Key

Date of Appointment/

No.

Managerial Personnel

Resignation

1.

Mr. Vinod Agrawal

Resigned on

Company Secretary

01.06.2015

2.

Mr. Pankaj Kumar Kedia

Appointed on

Company Secretary

01.06.2015

Nomination and Remuneration Committee of the Board has recommended the said appointment to the Board of Directors The Board has placed on record their deep appreciation for the valuable contribution made by Mr. Agarwal during the tenure of his service with the company.

Mr. Pradip Kumar Todi, Managing Director retire by rotation and being eligible, offers himself for re-appointment. The Directors recommend his re-appointment. Brief resume / details of Mr Pradip Kumar Todi is furnished in the annexure to the notice of the ensuing Annual General Meeting as required under the code of corporate governance.

All independent directors have given declarations under Section 149(7) declaring that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Annual Board Evaluation and Familiarization Program

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the various compliances required from him/her as a director under various provision of the Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided booklets about the business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

The details of such familiarization programs for Independent Directors may be accessed on the company''s website http://www.luxinnerwear.com/investor_download_ pdf2/20160504012019.pdf

Board Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further, the Independent Directors of the Company met once during the year on February 12, 2016 to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. Detail of separate meeting of Independent Directors are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company''s website http://www.iuxinnerwear.com/ investor_downioad_pdf2/20151221071320.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of Meetings is prepared and circulated in advance to all the Directors. Any additional meeting is convened by giving appropriate notice in order to meet the requirements.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

15. Director''s Responsibility Statement

Pursuant to the requirement under Section 134 clause (C) of sub Section (3) of the Companies Act, 2013 the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d. that the annual accounts of the Company have been prepared on a ''going concern'' basis.

e. that proper internal financial controls are in place and that the financial controls are operating effectively.

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

16. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions are reviewed by the Audit Committee. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company''s website http://www.luxinnerwear.com/investor_download_ pdf2/20151221073348.pdf

17. Subsidiary Companies and Joint Ventures

The Company does not have any subsidiary. There were no joint ventures entered into by the company.

18. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. A quarterly report with number of complaints, if any, received under the Policy and their outcome are placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company''s website http://www.iuxinnerwear.com/investor_ downioad_pdf2/20151221073425.pdf

19. Auditor''s Report / Secretarial Audit Report

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Smita Mishra, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ''G''.

20. Auditors

M/s Sanjay Modi & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twenty Second (22nd) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed

Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure ''H''.

22. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its important responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. Identifying critical risks and their mitigation in various departments of the company, is an ongoing process. The company has not identified any material element of risk which may threaten the existence of the company.

23. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

24. Particulars of Employees

The ratio of remuneration of each director to the median of employees remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure ''l(i)''.

A statement containing the names of every employee as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 is annexed herewith as Annexure ''l(ii)''.

25. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. There were no such incidence during the period under review.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under Section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report.

27. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Ashok Kumar Todi

Kolkata Chairman

May 25, 2016 DIN 00053599


Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 20th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2015, together with the notice of Annual General Meeting.

1. Financial Results

The highlights of your Company's financial performance are:

(Rs in lacs)

Particulars For the year For the year ended March ended March 31,2015 31, 2014

Gross Income 90913.50 87113.95

Gross Expenditure 82771.62 80110.59

Profit before Depreciation, Interest and Tax 8141.88 7003.36

Depreciation (421.70) 572.66

Interest 1764.34 1742.57

Profit Before Tax, Extraordinary Items & 6799.24 4688.13

Prior Period Items

Provision for Taxes

(a) Current Tax 2035.00 1600.00

(b) Deferred Tax 241.33 (49.59)

Profit after Tax and before Extraordinary 4522.91 3137.72

Items & Prior Period Items

Profit from Exceptional Items

Profit After Taxes and before Prior Period 4522.91 3137.72

Items

Prior Period Items

Net Profit 4522.91 3137.72

Balance brought from Previous year 6973.14 4327.69

Total 11496.05 7465.41

Appropriations:

Transfer to General Reserve 400.00 315.00

Proposed Dividend on equity shares 303.04 151.52

Proposed Dividend on preference shares 0.23 -

Corporate Tax on Proposed Dividend on 60.59 25.75

equity shares

Corporate Tax on Proposed Dividend on 0.05 -

preference shares

Balance carried over to Balance Sheet 10732.15 6973.14

Total 11496.05 7465.41

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs.) 89.55 62.13

- After Extraordinary Item (Rs.) 89.55 62.13

2. Results of Operations

During the year under review, the Company achieved a gross income of Rs. 90913.50 lacs as against Rs. 87113.95 lacs for the corresponding period of the previous year.

The Company's profit before depreciation, interest, tax amounts to Rs 8141.88 lacs as compared to Rs.7003.36 lacs in the previous year, The Company has achieved Profit Before Tax of Rs 6799.24 lacs as against Rs. 4668.13 lacs The Net Profit after tax is Rs 4522.91. lacs as against Rs. 3137.72 lacs for the previous year.

The financial year 2014-15 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 44.15% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 27, 2015 recommended a dividend of 60% (Rs. 6.00) per Equity Share (last year Rs. 3.00 per Equity Share) on 50,50,600 equity shares of Rs.10 each and 0.25% on 56,00,000 preference shares of Rs. 100 each for the year ended March 31, 2015, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 400.00 lacs to the general reserve out of profits earned by the Company.

5. Changes in Share Capital

During the Financial Year 2014-15, the share capital of the Company has been increased from 529.98 lacs to 6129.98 lacs pursuant to allotment of 56,00,000 Non Convertible Redeemable Preference Shares of Rs 100 each in lieu of conversion of unsecured loan of company.

6. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under, during the year 2014-15 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

7. Particulars of loans, guarantees or Investments

The Company has not given any loans or guarantees covered under the provision of section 186, of the Companies Act, 2013.

The detail of investments made by company is given to the notes to the financial statements.

8. Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventories, fixed assets and with regard to the sale of goods and services.

9. Corporate Social Responsibility Initiatives

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as: Annexure B

10. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure C forming part of this Report.

11. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in Annexure D and E forming part of this report. Further a declaration on the Code of Conduct is given as Annexure F.

12. CEO and CFO Certification

As required under clause 49(V) of the Listing Agreement, the CEO/ CFO certification on the accounts of the Company as given by Sri Ashok Kumar Todi, Whole Time Director and Sri Ajay Patodia, Chief Financial Officer is set out in Annexure F forming part of this report.

13. Directors

Mr. Ashok Kumar Todi Whole Time Director retire by rotation and, being eligible, offer himself for re-appointment. The Directors recommend Mr. Ashok Kumar Todi for his re-appointment.

Mrs. Prabha Devi Todi who is appointed as additional director of the company on 11th February, 2015 is co-opted as Director of the company from the ensuing Annual General Meeting. The Company has received a notice from a member pursuant to section 160 of the companies Act 2013 signifying intention to propose her for the office of Director. Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General meeting . Brief resume /details relating to director's who are to be appointed /reappointed are furnished in the annexure to be the notice of the ensuing Annual General Meeting as required under the code of corporate Governance

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company's website www. luxinnerwear.com

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (C) of sub section (3) the Companies Act, 2013 the directors confirm :

* In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

* The directors in case of a listed company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

* That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

15. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. 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.

16. Subsidiary Companies

The Company does not have subsidiary.

17. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior employees in the course of day to day business operations of the company. The Company believes in "professional integrity, honesty and ethical conduct while conducting the business of the company.

The code laid down by the Board is known as "code of conduct for Board Members and Senior Management Employees"

The Code has been posted on the Company's website www. luxinnerwear.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the senior employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

18. Whistle Blower Policy

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with number of complaints received under the Policy and their outcome placed before the Audit Committee and the Board if any.

19. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

20. Auditor's Report / Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. And there is no such observation made by Secretarial Auditor hence do not require any comments under Section 134 of the Companies Act, 2013.

21. Auditors

M/s Sanjay Modi & Co. , Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twentieth (21st) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014.

22. Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Smita Mishra, a Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure G"

23. Proposal for listing of equity shares on nation-wide trading platform

Pursuant to the SEBI Circulars dated CIR/MRD/DSA/14/2012 and CIR/MRD/ DSA/05/2015 dated May 30, 2012 & April 17, 2015 and after a prolonged discussion, the Board of Directors thought it prudent to get the equity shares of the Company listed on National Stock Exchange of India Limited and/ or BSE Limited in order to persevere the status of listing of equity shares of the Company.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure H"

25. Business Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 (VI) of the Listing Agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

26. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

27. Particulars of Employees

The particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report.

29. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi May 27, 2015 Chairman






Mar 31, 2014

1. Financial Results

The highlights of your Company's financial performance are:

(Rs. in Lacs)

PARTICULARS For the year ended For the year ended March 31, 2014 March 31,2013

Gross Income 87,113.95 69,189.08

Gross Expenditure 82,425.82 66,217.54

Profit before Depreciation, Interest and 7,003.36 4,483.99 Tax

Depreciation 572.66 445.47

Interest 1,742.57 1,066.98

Profit Before Tax, Extraordinary Items & 4,688.13 2,971.54 Prior Period Items

Provision for Taxes

a) Current Tax 1,600.00 949.00

(b) Deferred Tax (49.59) (12.10)

(c) Fringe Benefit Tax

Profit after Tax and before Extraordinary 3,137.72 2,034.64 Items & Prior Period Items

Profit from Exceptional Items

Profit after Taxes and before Prior Period 3,137.72 2,034.64 Items

Prior Period Items

Net Profit 3,137.72 2,034.64

Balance brought from Previous year 4,327,69 2.627.05

Total 7,465.41 4,661.69

Appropriations:

Transfer to General Reserve 315.00 204.00

Proposed Dividend on equity shares 151.52 111.11

Corporate Tax on Proposed Dividend 25.75 18.99

Balance carried over to Balance Sheet 6,973.14 4,327.69

Total 7,465.41 4,661.69

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs) 62.13 40.28 - After Extraordinary Item (Rs) 62.13 40.28

2. Results of Operations

During the year under review, the Company achieved a gross income of Rs. 87,113.95 lacs as against Rs.69,189.08 lacs for the corresponding period of the previous year thereby achieved a growth of around 25.90 %.

The Company's profit before depreciation, interest, tax amounts to Rs. 7,003.36 lacs as compared to- 4,483.99 lacs in the previous year, The Company has achieved Profit Before Tax of Rs.4,688.13 lacs as against Rs. 2,971.54 lacs The Net Profit after tax is Rs. 3,137.72. lacs as against Rs. 2,034.64 lacs for the previous year.

The financial year 2013-14 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 54% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 29, 2014 recommended a dividend of 30% (Rs.3.00) per Equity Share (last year Rs.2.20 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2014, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs.315.00 lacs to the general reserve out of profits earned by the Company.

5. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2013-14 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

7. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in Annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

8. CEO and CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Patodia, Chief Financial Officer is set out in Annexure E forming part of this report.

9. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (C) of sub section (3) the Companies Act, 2013 the directors confirm :

- In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

- 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; an

- The Directors have prepared the annual accounts of the Company on a 'going concern' basis;

- The directors in case of a listed Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Directors

Mr. Nandanandan Mishra, Mr. Kamal Kishore Agarwal and Mr. Snehashish Ganguly are independent directors in the Company who retire by rotation under the erstwhile applicable provisions of the Companies Act. In terms of Section 149 and other applicable provisions of the Companies Ac, 2013 they being eligible offer themselves for reappointment and are proposed to be re-appointed as Independent directors for five consecutive years for a term up to 31st March 2019. The Company has received a notice from a member pursuant to section 160 of the

Companies Act 2013 signifying intention to propose them for the office of independent Director under section 149 of the Companies Act 2013. Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting . Brief resume/details relating to director's who are to be appointed/re-appointed are furnished in the annexure to be the notice of the ensuing Annual General Meeting as required under the code of corporate Governance

11. Auditors and Auditor's Report

M/s Sanjay Modi & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Twentieth (20th) Annual General Meeting of the Company on such remunerations as approved by the members.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

12. Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

13. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent co-operation received from all employees at all levels.

14. Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

16. Credit Rating

Your Company's rating is CARE A as its Long term bank facilities and rating CARE A1 for the short term bank facilities duly rated by Credit Analysis & research Limited.

17. Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act,1956, unpaid application amount, dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

18. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors



Kolkata Ashok Kumar Todi

May 29, 2014 Chairman


Mar 31, 2013

Dear Members,

Your Directors are pleased to present the 18th Annual Report and the Audited Statement of Accounts for the financial year ended March 51,2015, together with the notice of Annual General Meeting.

1. Financial Results

The highlights of your Company's financial performance are:

(Rs in lacs)

Particulars For the year For the year ended March ended March 31,2013 31,2012

Gross Income 69,189.08 54,753.92

Gross Expenditure 66,217.54 52,694.61

Profit before Depreciation, 4,483.99 3,273.23 Interest and Tax

Depreciation 445.47 388.03

Interest 1,066.98 825.88

Profit Before Tax, Extraordinary Items & Prior Period 2,971.54 2,059.32 Items

Provision for Taxes

(a) Current Tax 949 688

(b) Deferred Tax (12.10) (42.77)

Profit after Tax and before Extraordinary Items & Prior 2,034.64 1,414.08 Period Items

Profit from Exceptional Items

Profit After Taxes and before Prior Period Items 2,034.64 1,414.08

Prior Period Items

Net Profit 2,034.64 1,414.08

Balance brought from Previous year 2,627.05 1,480.11

Total 4,661.69 2,894.20

Appropriations:

Transfer to General Reserve 204.00 138.00

Proposed Dividend on equity shares 111.11 111.11

Corporate Tax on Proposed Dividend 18.89 18.02

Balance carried over to Balance Sheet 4,327.69 2,627.07

Total 4,661.69 2,894.20

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs) 40.28 28.00

- After Extraordinary Item (Rs) 40.28 28.00

2. Results of Operations

During the year under review, the Company achieved a gross income of ?69,189.08 lacs as against ?54,753.92 lacs for the corresponding period of the previous year thereby achieved a growth of around 26.36%.

The Company's profit before depreciation, interest, tax amounts to ?4,483.99 lacs as compared to ?3,273.23 lacs in the previous year, registering a growth of 36.99%. The Company has achieved Profit Before Tax of ?2,971.54 lacs as against f2,059.32 lacs higher by 44.29%. The Net Profit after tax is ?2,034.64 lacs as against n,414.08 lacs for the previous year.

The financial year 2012-13 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 44% over the previous financial year.

3. Dividend

The Board of Directors at the meeting held on May 28,2013 recommended a dividend of 22% (?2.20) per Equity Share (last year t2.20 per Equity Share) on 50,50,600 equity shares of no each for the year ended March 31,2013, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

4. Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of ?204.00 lacs to the general reserve out of profits earned by the Company.

A sum om,327.69 lacs is proposed to be retained in the profit and loss account.

5. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2012-13 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

6. Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

7. Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

8. CEO And CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in annexure E forming part of this report.

9. Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the year ended on that date;

* 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; and

* Tie Directors have prepared the annual accounts of the Company on a 'going concern' basis.

10. Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115 of the Article of Association of the Company, Sri Nandanandan Mishra liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

Tie brief resume / details relating to directors seeking re-appointment are furnished in the notice of the ensuing Annual General Meeting.

11. Auditors and Auditor's Report

Tie board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co, Chartered Accountants, be re-appointed as Statutory Auditors of the Company. Necessary resolution is being placed before the shareholders for their re-appointment at the ensuing Annual General Meeting.

THe Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956.

12. Listing with the Stock Exchanges

Tie Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

13. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

14. Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

16. Donation

During the year under review, the Company has made donation of ?20.86 lacs for Charitable and other purposes.

17. Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

18. Cost Audit

The company has appointed Harsh Satish Udeshi Proprietor of Udeshi & co for conducting cost audit for the financial year 2012-13 and has reappointed him for the Financial year 2013-14. The Compliance Report for the year 2011-12 was filled on January 30,2013. The Due date for filling cost audit report for financial year 2012-13 is September 30,2013.

19. Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees. The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi May 28,2013 Chairman






Mar 31, 2012

Dear members,

Your Directors are pleased to present the 17th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2012, together with the notice of Annual General Meeting.

Financial Results

The highlights of your Company's financial performance are: ^(Rs. in lacs)

Particulars For the year For the ended year ended

March 31, March 31, 2012 2011

Gross Income 54,753.92 52,063.55

Gross Expenditure 51,480.70 49,824.99

Profit before Depreciation, Interest and Tax 3,273.23 2,238.56

Depreciation 388.03 295.95

Interest 825.88 691.80

Profit BeforeTax, Extraordinary Items & Prior Period Items 2,059.32 1,250.81

Provision for Taxes

(a) Current Tax 688 401

(b) Deferred Tax (42.77) 12.38

Profit after Tax and before Extraordinary Items & Prior Period Items 1,414.08 837.43

Profit from Exceptional Items

ProfitAfterTaxes and before 1,414.08 837.43 Prior Period Items

Prior Period Items

Net Profit 1,414.08 837.43

Balance brought from Previous year 1,480.11 857.25

Total 2,894.20 1,694.67

Appropriations:

Transfer to General Reserve 138.00 85.00

Proposed Dividend on equity shares 111.11 111.11

Corporate Tax on Proposed Dividend 18.02 18.45

Balance carried over to Balance Sheet 2,627.07 1,480.11

Total 2,894.20 1,694.67

Earnings per share (Basic & Diluted)

-Before Extraordinary Item (Rs.) 28.00 16.58

-After Extraordinary Item (Rs.) 28.00 16.58

Results of Operations

During the year under review, the Company achieved a gross income of Rs. 54,753.92 lacs as against Rs. 52,063.55 lacs for the corresponding period of the previous year thereby achieved a growth of around 5.17%.

The Company's profit before depreciation, interest, tax amounts to Rs. 3,273.23 lacs as compared to Rs. 2,238.56 lacs in the previous year, registering a growth of 46.18%. The Company has achieved Profit Before Tax of Rs 2,059.32 lacs as against Rs. 1,250.81 lacs higher by 64.72%. The Net Profit after tax is Rs. 1,414.08 lacs as against Rs. 837.43 lacs forthe previous year.

The financial year 2011-12 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 69% over the previous financial year.

Dividend

The Board of Directors at the meeting held on July 09, 2012 recommended a dividend of 22% (Rs. 2.20) per Equity Share (last year Rs. 2.20 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2012, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

Transfer to reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 138.00 lacs to the general reserve out of profits earned by the Company. A sum of Rs. 2,627.05 lacs is proposed to be retained in the profit and loss account.

Finance

The Company's additional requirement of working capital has been financed by Allahabad Bank. The said Bank has sanctioned the enhanced working capital of Rs 9,400.00 lacs as against working capital of Rs.9,400.00 lacs in previous year.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2011-12 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Management Discussion & Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed forming part of this Report.

Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as Annexure E.

CEO And CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Mr. Ajay Patodia, Chief Financial Officer is set out in Annexure E forming part of this report.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

* 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; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115of the Article of Association of the Company, Mr. Navin Kumar Todi liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

The brief resume/details relating to Directors seeking re- appointment are furnished in the notice of the ensuing Annual General Meeting.

Auditors and Auditor's Report

The board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co, Chartered Accountants, be re-appointed as Statutory Auditors of the Company. Necessary resolution is being placed before the shareholders for their re-appointment at the ensuing Annual General Meeting.

The Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956.

Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

Donation

During the year under review, the Company has made donation of Rs. 4.04 lacs for charitable and other purposes.

Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The Directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi July 09, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 16th Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2011, together with the notice of Annual General Meeting.

Financial Results

The highlights of your Company's financial performance are: (Rs -in Lacs)

Particulars For the year ended For the year ended March 31, 2011 March 31, 2010



Gross Income 52108.48 33675.25

Gross Expenditure 49868.62 32417.26

Profit before Depreciation, 2239.86 1257.99 Interest and Tax

Depreciation 295.95 114.06

Interest 691.80 470.04

Profit Before Tax, Extraordinary Items & 1252.11 673.89 Prior Period Items

Provision for Taxes

(a) Current Tax 401.00 230.00

(b) Deferred Tax 12.39 1.93

(c) Fringe Benefit Tax -

Profit after Tax and before Extraordinary 838.72 441.96 Items & Prior Period Items

Profit from Exceptional Items -

Profit After Taxes and before Prior 838.72 441.96 Period Items

Prior Period Items (1.30) (0.38)

Net Profit 837.42 441.58

Balance brought from Previous year 857.25 578.45

Total 1694.67 1020.03

Appropriations:

Transfer to General Reserve 85.00 45.00

Proposed Dividend on equity shares 111.11 101.01

Corporate Tax on Proposed Dividend 18.45 16.77

Balance carried over to Balance Sheet 1480.11 857.25

Total 1694.67 1020.03

Earnings per share (Basic & Diluted)

- Before Extraordinary Item (Rs.) 16.58 8.74

- After Extraordinary Item (Rs.) 16.58 8.74

Results of Operations

During the year under review, the Company achieved a gross income of Rs. 52108.48 lacs as against Rs. 33675.25 lacs for the corresponding period of the previous year thereby achieved a growth of around 55%.

The Company's profit before depreciation, interest, tax amounts to Rs.2239.86 lacs as compared to Rs. 1257.99 lacs in the previous year, registering a growth of 78%. The Company has achieved Profit Before Tax, Extraordinary & Prior period Items of Rs. 1252.11 lacs as against Rs. 673.89 lacs higher by 85.80%. The Net Profit was Rs. 837.42 lacs as against Rs.441.58 lacs for the previous year.

The financial year 2010-11 was a significant year for the Company in terms of growth in profitability, The net profit during the year has grown around by 90% over the previous financial year.

Dividend

The Board of Directors at the meeting held on May 30, 2011, recommended a dividend of 22% (Rs. 2.20) per Equity Share (last year Rs. 2 per Equity Share) on 50,50,600 equity shares of Rs.10 each for the year ended March 31, 2011, subject to approval of the shareholders in the ensuing Annual General Meeting. Distribution Tax on the dividend is being borne by the Company.

Transfer to Reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to reserves) Rules, 1975, your directors propose to transfer a sum of Rs. 85.00 lacs to the general reserve out of profits earned by the Company. A sum of Rs. 1480.10 lacs is proposed to be retained in the profit and loss account.

Finance

The Company's additional requirement of working capital has been financed by Allahabad Bank. The said Bank has sanctioned the enhanced working capital of Rs 9400.00 lacs as against working capital of Rs.7150.00 lacs in previous year. The bank has also sanctioned term loan of Rs. 235 lacs.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and rules made there under, during the year 2010-11 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed as Annexure B forming part of this Report.

Corporate Governance

Your Company is committed to maintain the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditor confirming compliance is set out in annexure C and D forming part of this report. Further a declaration on the Code of Conduct is given as annexure E.

CEO and CFO Certification

As required under clause 49(v) of the listing agreement, the CEO/CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Patodia, Chief Financial Officer is set out in annexure E forming part of this report.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

* 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; and

* The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and Article 115 of the Article of Association of the Company, Sri Kamal Kishore Agarwal liable to retire by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

The brief resume / details relating to directors seeking re-appointment are furnished in the notice of the ensuing Annual General Meeting.

Auditors and Auditor's Report

The board, on the recommendation of the audit committee, has proposed that M/s Sanjay Modi & Co , Chartered Accountants, be appointed as Statutory Auditors of the Company in place of Modi Sunil & Associates who has informed about their merger with Sanjay Modi & Company . Necessary resolution is being placed before the shareholders for their appointment at the ensuing annual general meeting.

The Company has also received from the auditors confirmation to the effect that their re- appointment, if made would be in accordance with the limits as prescribed in section 224(1B) of the Companies Act, 1956. The Auditors in their Report has stated that the profits of the company was lowered on account of input tax being debited to respective heads, however after taking second opinion from legal expert the management has taken the credit of input tax with excise duty payable in subsequent period. There has been slight delay in deposit of some statutory dues as mentioned in auditor's report this is because company's business locations are situated in various geographical areas and collection of information took some time, apart from these the report is self explanatory.

Listing with the Stock Exchanges

The Company's equity shares are listed with The Calcutta Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The annual listing fee to both the stock exchanges has been paid on time.

Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from all employees at all levels.

Particulars of Employees

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable, as none of employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration aggregate of such sum as prescribed under the rules amended up to date.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo required to be disclosed under section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed here to and forms part of this report.

Donation

During the year under review, the Company has made donation of Rs.6.69 lacs for Charitable and other purposes.

Acknowledgement

Your board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities and employees.

The directors acknowledge with gratitude the encouragement and support extended by the shareholders.

For and on behalf of the Board of Directors

Kolkata Ashok Kumar Todi August 11,2011 Chairman

 
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