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Directors Report of Mangalam Organics Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 33rd Annual Report, together with the Audited Statement of Accounts for the financialyearended3lstMarch, 2015.

FINANCIAL RESULT : The summarized financial results of the company for the year ended 31st March, 2015 are presented below:

2014-2015 2013-2014 Rupees in Rupees in Lacs Lacs

Gross Sales including other Income 26650.73 25384.34

Add: Excise Duty Refund 0.00 0.00

Gross Profit before interest, Depreciation and Taxation 1882.69 1973.38

Interest 581.12 789.94

Depreciation 616.99 467.63

Provision for Taxation 230.00 215.00

Less: MAT Credit 0.00 0,00

Provision for deferred taxation 34.47 22.41

Tax Adjustment of earlier year 0,00 0,00

Net Profit for the year 420.12 478.40

Surplus brought forward from previous year 3167.40 2689.00

Balance Available for Appropriation 3310.31 3167.40

Appropriations

a) General Reserve -

b) Dividend - -

c) Dividend Tax - -

Balance carried forward to Balance Sheet 3310.31 3167.40

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. Nil Lacs to General Reserves out of the amount available for appropriations during the financial year 2014-2015 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and allied products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali Village, Taluka Kahalapur, Khopoli, District Raigad, Maharashtra.

DIRECTORS

Mr. Narendra Goenka, one of the independent Director of the Company has resigned from the directorship of the Company due to his preoccupied schedule.

The Board of Directors in their meeting dated 4th October, 2014 appointed Mrs. Anita Shriya as an Additional Director in the category of Non Executive Independent Director of the Company. Mrs. Anita Shriya will hold office upto the date of the ensuing Annual General meeting of the Company and is eligible for re-appointment. Your Directors recommend her re-appointment as a regular independent Director for a term of Five consecutive years, Details of the proposal for appointment of Mrs. Anita Shriya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 33rd Annual General Meeting.

At the Annual General Meeting (AGM) of the Company held on 19th September, 2014, the members of the Company have appointed Mr. Rajkumar Saraf, Rajkumar Jatia, Sharad Saraf as independent Directors in terms of the Companies Act, 2013 for a term of 5 years effective from 19th September, 2014.

All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013and Clause 49 of the Listing Agreements.

In accordance with provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Rajkumar Saraf and Mr. Sharad Saraf retires by rotation at the ensuing AGM and being eligible offers themselves for re-appointment as Director.

MEETINGS

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

During the year five meetings were convened and held, the details of which are given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee approved a policy for selection, appointment and remuneration of Directors and Senior Management Personnel.

AUDIT COMMITTEE

The details of the Audit Committee and it's meeting during the financial year 2014-2015 forms part of the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Companies Act, 2013 your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work state that in all material respects.

a) In the preparation of the annual financial statements for the year ended March, 2015 the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected, applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2015 and of the profit of the Company for the year ended on that date.

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

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made there under.

STATUTORY AUDITORS

M/s. R. Kabra & Company, Chartered Accountants (Registration No. 104502W) were appointed as statutory Auditors of the Company at the last Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company. They are eligible to continue as statutory Auditors at the ensuing Annual General Meeting. Your Directors recommend their re-appointment as statutory auditors at the ensuing Annual General Meeting for a period of Three years subject to the approval of shareholders at every Annual General Meeting of the Company.

The observation and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

The Company has not given any loans or guarantees or investments covered under the Provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the Company had not entered into any material transaction with any of its related parties. Attention of members is drawn to the disclosure of transactions with related parties setout in Note No. 33 of Financial Statements forming part of the Annual Report.

All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were at an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior Omnibus approval of the Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transaction policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel and other employees

The Board shall have minimum 3 and maximum 12 Directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a Director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of Stock Exchange. The Independent Directors are paid only sitting fees. The Managing Director and Chairman are paid the remuneration as approved by the Shareholders but not paid any sitting fees. All persons who are Directos/ KMPs, members of senior management and all other employees shall abide by the Code of Conduct. Directors/ KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience etc. in their respective fields.

ESTABUSHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle blower Policy has a been in force. The Policy was approved on 06.01.2015. This policy interalia provides a direct access to Whistle Blower to the Chairman of the Audit Committee on his dedicated email-id info@mangalamorganics.com. The Whistle Blower Policy covering all employees and directors is hosted on the Company's website at www.mangalamorganics.com

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for internal financial controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013

For the year ended 31st March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively and no material weaknesses exists. The Company has a process in place to continuously monitor the existing controls and identify gaps if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints, received regarding sexual harassment.

- No of complaints received : Nil

- No of complaints disposed off : Nil

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of 31st March, 2015 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-2.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback form forevaluation of the Board and independent Director

2. Independent Directors at a meeting without anyone from the non-independent Directors and Management, considered / evaluated the Board's performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent (without participation of the relevant Director)

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVAILABLE AT THE FOLLOWING LINK:

The familiarization programme for Independent Directors is hosted on the Company's website at www.mangalamorganics.com

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013 the Company has appointed Mr. Yogesh Sharma Practicing Company Secretary (COP 12366) as the Secretarial Auditor for financial year 2014-2015whose report of Secretarial Audit is attached separately to this report as Annexure.

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

As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of Energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "A" hereto and forms part of this report.

EMPLOYEES

The relation between the Management and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance alongwith the certificate from the statutory auditors is separately given in the annual report.

ACKNOWLEDGEMENT

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors Sd/- Kamalkumar Dujodwala Chairman Place .Mumbai Date: 14.08.2015


Mar 31, 2014

Dear Members

The Directors present the 32nd Annual Report of Mangalam Organics Limited (formerly Dujodwala Products Limited) for the year ended 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 Rupees in Lacs Rupees in Lacs

Gross Sales including other Income 25384.34 23136.29

Add: Excise Duty Refund 0.00 0.00

Gross Profit before interest, Depreciation and Taxation 1973.38 1515.44

Interest 789.94 598.39

Depreciation 467.63 430.03

Provision for Taxation 215.00 98.00

Less: MAT Credit 0.00 40.70

Provision for deferred taxation 22.41 73.07

Tax Adjustment of earlier year 0.00 9.08

Net Profit for the year 478.40 347.58

Surplus brought forward from previous year 2689.00 2341.42

Balance Available for Appropriation 3167.40 2689.00

Appropriations

a) General Reserve - -

b) Dividend - -

c) Dividend Tax - -

Balance carried forward to Balance Sheet 3167.40 2689.00

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2014.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. Nil Lacs to General Reserves out of the amount available for appropriations during the financial year 2013-2014 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali village, Taluka Khalapur, Khopoli, Dist: Raigad, Maharashtra.

REVIEW OF OPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs.25384.34 Lacs as compared to (Rs. 23136.29 Lacs) during the previous year and the net profit has been increased to Rs. 478.40 Lacs as against (Rs. 347.58 Lacs) during the previous year mainly on account of better performance of the Company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable price as well as satisfying the interest of all customers of the Company.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS

a) Shri Narendra Goenka, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

b) Shri Kamal Kumar Dujodwala, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial at all the sections of manufacturing unit of the Company. The Directors acknowledge the support and co-operation from employees at all levels.

CORPORATE GOVERNANCE:

Your Company stand committed for better Corporate Governance, for accountability, transparency and disclosures. Independent supervision is kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places, its high emphasis on business ethics. Your Company''s basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of the Listing Agreement supported by a certificate given by the statutory auditors of the Company confirming compliance of conditions, which forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, during the year under review.

CHANGE OF NAME:

During the year, the Company applied for change of name of the Company from "Dujodwala Products Limited" to "Mangalam Organics Limited". The Company complied with all the requirements of the Companies Act and finally received a fresh certificate of incorporation for the change of its name on 9th October, 2013. Currently the Company is known as "Mangalam Organics Limited." The Company has given necessary information regarding change of name to Bombay Stock Exchange, where the shares of the Company are listed and also intimated to NSDL and CDSL respectively.

AUDITORS:

The Company''s Auditors M/s. R Kabra & Company (Chartered Accountants) retires at the ensuing Annual General Meeting and are eligible for reappointment. M/s. R. Kabra & Company (Chartered Accountants) confirmed that their re-appointment, if made, shall be within the limits specified under section 141 of the Companies Act, 2013. The Audit Committee and the Board of Directors of the Company propose the re-appointment of M/s. R. Kabra & Company (Chartered Accountants) as statutory auditors of the Company and to hold office from the conclusion of this AGM till the conclusion of the next AGM and that the Board of Directors be and are hereby authorised to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditor.

COST AUDITOR AND COST AUDIT REPORT:

The Board of Directors has appointed Mr. Naresh Kumar Jethwani, Cost Accountant (Membership No. 18869) for the financial year 2013-2014. The Audit Committee recommended the appointment. Mr. Naresh Kumar Jethwani have confirmed that his appointment, if made, shall be within the limits specified under Section 141 of the Companies Act, 2013. The Cost Audit Report for the financial year 2012-2013 was due on 30th September, 2013. The Company filed the Cost Audit Report on 27th September, 2013.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee in pursuant to the provision of Section 292A of the Companies Act, 1956 in line with the provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely (1) Shri Sharad Saraf (2) Shri Rajkumar Saraf (3) Shri Kamalkumar Dujodwala.

AUDITOR''S REPORT:

The notes on the Accounts referred to the Auditor''s Report are self explanatory and therefore do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs. 2341.43 Lacs on account of Exports made on FOB basis during the year under review as against (Rs. 2190.72 Lacs) in the previous year. The Company has spent Rs. 14087.51 Lacs as against (Rs. 7216.74 Lacs) during the previous year on import of raw materials on CIF basis and Rs. 18.87 Lacs against (Rs. Nil Lacs) during the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 1054.84 Lacs, previous year (Rs. 609.15 Lacs) for purchase of Traded Goods.

CONSERVATION OF ENERGY:

The particulars as prescribed under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report.

PARTICULARS OF EMPLOYEES

There is no employee drawing the requisite remuneration, in terms of Section 217(2A) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

In pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the directors hereby confirm that:-

(I) that in the preparation of the accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

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

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended on 31st March, 2014 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Government Authorities, Financial Institutions, Shareholders and Bankers for their continued support. They wish to place on record their appreciation for the dedicated services of the employees at all levels.

For and on behalf of the Board of Directors

Sd- Kamalkumar Dujodwala Place: Mumbai Chairman Date: 04.07.2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 31st Annual Report of Dujodwala Products Limited for the year ended 31st March, 2013. The summarised Financial Results are given below:

FINANCIAL RESULTS

2012-2013 2011-2012 Rupees in Lacs Rupees in Lacs

Gross Sales including other Income 23136.29 23961.66

Add: Excise Duty Refund 47.98

Gross Profit before interest, Depreciation and Taxation 1486.42 1370.44

Interest 569.37 664.80

Depreciation 430.03 380.97

Provision for Taxation 98.00 62.00

Less: MAT Credit 40.70 60.06

Provision for deferred taxation 73.07 -12.61

Tax Adjustment of earlier year 9.08 0.45

Net Profit for the year 347.58 334.90

Surplus brought forward from previous year 2341.42 2106.52

Balance Available for Appropriation 2689.00 2441.42

Appropriations

a) General Reserve 100.00

b) Dividend

c) Dividend Tax

Balance carried forward to Balance Sheet 2689.00 2341.42

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March,2013.

TRANSFERTO RESERVE:

Your Company proposes to transfer Rs. Nil lacs to General Reserves out of the amount available for appropriations during the financial year 2012-2013 (as compared to Rs.l00 lacs in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetic Resins at its Unit located at Kumbhivali, Taluka Khalapur, Khopoli, Dist. Raigad, Maharashtra.

REVIEWOFOPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs. 23136.29 Lacs as compared to (Rs. 23961.66 Lacs) during the previous year & the net profit has been increased to Rs. 347.58 Lacs as against (Rs. 334.90 Lacs) during the previousyear mainly on account of better performance of the Company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable priceaswellassatisfyingthe interest of all customers of the Company.

INTERNALCONTROLSYSTEMS AND ITS ADEQUACY:

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri.Rajkumar Jatia,Director of the Companyretires by rotationat the ensuring AnnualGeneralMeetingand being eligibleofferthemselvesforre-appointment.

b) Shri. Rajkumar Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting andbeingeligibleofferthemselvesforre-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS :

Industrial relations continued to remain cordial at all the manufacturing units of the Company. The Directors acknowledge the support and co-operation from employees at all levels.

CORPORATE GOVERNANCE:

Your Company stand committed for better Corporate Governance, for accountability, transparency and disclosures. Independent supervision is kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places, its high emphasis on business ethics. Your Company''s basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of the Listing Agreement supported by a certificate given by the statutory auditors of the Company confirmingcomplianceofconditions,whichformpartofthisAnnual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, which comes under the purview of Section

58Aofthe Companies Act, 1956.

LISTING:

The Company''s total issued, subscribed and paid up share capital is Rs. 90526800/- divided into 9052680 Equity Shares of Rs. 10/- each. Out of the said equity shares 9037480 are listed on the Bombay Stock Exchange and 15200 are calls-in-arrears. Out of the listed equity shares, 431080 equity shares are listed with the Bombay Stock Exchange on 7th December, 2012.

AUDITORS:

M/s. Sundarlal Desai and Kanodia, Chartered Accountants, is the statutory auditors of the Company. The Board has recommended a change in the statutory auditors and proposed that M/s. R. Kabra & Co., Chartered Accountants, be appointed as statutory auditors of the Company for the financial year 2013-2014. The Board places on record its appreciation for the services rendered by M/s. Sundarlal Desai and Kanodia, Chartered Accountants.

AUDITCOMMITTEE:

The Board has constituted its Audit Committee in pursuantto the provision of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely Shri Sharad Saraf, Shri Rajkumar Saraf and Shri KamalkumarDujodwala.

AUDITOR''S REPORT:

The notes on the Accounts referred to the Auditor''s Report are self explanatory and therefore do not require any furthercomments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs.2190.72 lacs on account of Exports made on FOB basis during the year under review as against (Rs.1299.21 Lacs) in the previous year. The Company has spent Rs. 7216.74 Lacs as against (Rs.9557.86 the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 609.15 Lacs,previousyear(Rs.886.26Lacs)forpurchaseoftradedgoods.

CONSERVATION OF ENERGY:

Information as per Section 217(1) (e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 aregiven in Form-A (Annexure-1), forming part of this report.

PARTICULARS OF EMPLOYEES:

There is no employee drawing the requisite remuneration, in terms of Section 217(2A) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

Inpursuant to the requirementundersection217(2AA) of the Companies(Amendment) Act, 2000 with respect to Director''s Responsibility Statement it is hereby confirmed that:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed with proper explanation and there are no material departures;

(ii) that the Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company forthe period under review;

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The Directors have confirmed that there are adequate control & systems for safeguarding the assets of the Companyandforpreventinganddetectingfraudandotherirregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2013 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Government Authorities, Financial Institutions, Shareholders and Bankers for their continued support. They wish to place on record their appreciation for the dedicated service of the employeesatall levels.

For and on behalf of the Board of Directors

Sd/-

Kamal kumar Dujodwala

Chairman

Place :Mumbai

Date :25th July, 2013.


Mar 31, 2011

The Members,

The Directors are pleased to present the 29th Annual Report on the business operations and financials results of the Company for the Financial Year ended on 31st March 2011.

FINANCIAL RESULTS:

The Company's performance for the Financial Year 2010-11 vis-a-vis 2009-10 is summarized as under:

2010-2011 2009-2010 Rs. in Lacs Rs. in Lacs

Gross Sales including other Income 20875.08 15684.25

Add: Excise Duty Refund - 0.56

Gross Profit before interest, Depreciation and Taxation 2204.15 1466.69

Interest 341.57 63.27

Depreciation 355.21 298.17

Less : Provision for Taxation 480.00 360.00

Add: Excess provision of I.T. for earlier period - 1.20

Provision for deferred taxation 62.63 25.35

Net Profit for the year 964.73 721.11

Add : Surplus brought forward from previous year 1447.17 881.42

Balance available for Appropriation 2441.91 1602.53

Appropriations :-

a) General Reserve 200.00 55.00

b) Dividend 90.37 86.06

c) Dividend Tax 15.01 14.29

Balance carried forward to Balance Sheet 2106.52 1447.17

DIVIDEND:

The Directors recommend that the final dividend of 10% per equity share to be appropriated from the profit for the year 2010-11 subject to approval by the members at the Annual General Meeting.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. 200 Lacs to General Reserves out of the amount available for appropriations during the financial year 2010-2011 (as compared to Rs. 55 Lacs in previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in manufacturing and selling activities of Camphor, Sodium Acetate, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali, Savroli Kharpada Road, Taluka Khalapur, Khopoli-410 203, District Raigad, Maharashtra.

REVIEW OF OPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs. 20875.08 Lacs as compared to Rs. 15684.25 Lacs during the previous year resulting the escalation of 33%. Whereas the net profit has been increased to Rs. 964.73 as against Rs. 721.11 Lacs during the pervious year mainly on account of better performance of the company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable price as well as satisfying the interest of all Customers of the Company.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri Rajkumar Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

b) Shri Rajkumar Jatia, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

c) Shri Sharad Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

To maintain healthy and reinforced Human Resource and Industrial Relations, your Company makes consistent efforts with appreciation for the strong contribution as made by the employees through their motivated performance enabling your Company to achieve the main objectives of its set-up.

The information as per section 217(2A) of the Companies Act, 1956 ('the Act'), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions 219 (1) (b) (IV) of the Act, the Report and Accounts are being sent to the Shareholders of the Company.

CORPORATE GOVERNANCE:

Your Company stand committed for better corporate governance, for accountability, transparency & disclosures. Independent supervision are kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places its high emphasis on business ethics. Your Company's basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of Listing Agreement supported by a certificate given by the statutory auditors of the Company confirming compliance of conditions, which forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, which come under the purview of Section 58A of the Companies Act, 1956.

LISTING:

The Company's total issued, subscribed and paid up share capital is Rs. 90526800/- divided into 9052680 Equity Shares of Rs. 10/- each. Out of the said equity share 8606400 are listed on the Bombay Stock Exchange, 15200 are calls-in-arrears and 431080 are pending for listing with Bombay Stock Exchange for which the Company is following it up with Bombay Stock Exchange.

AUDITORS:

M/s. Sundarlal, Desai and Kanodia (Chartered Accountants) Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. Sundarlal, Desai and Kanodia (Chartered Accountants) have furnished their eligibility certificate under Section 224(1B) of Companies Act, 1956 for re-appointment. As recommended by the Audit Committee your Directors proposes that they may be re-appointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee in pursuant to the provision of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely Shri Sharad Saraf, Shri Rajkumar Saraf and Shri Kamalkumar Dujodwala.

AUDITOR'S REPORT:

The notes on the Accounts referred to the Auditor's Report are self explanatory and therefore do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs. 2037.79 on account of Exports made on FOB basis during the year under review as against Rs. 820.15 Lacs in the previous year. The Company has spent Rs. 12081.61 Lacs as against Rs.6774.13 Lacs during the previous year on import of raw materials on CIF basis and Rs. 31.63 Lacs against Rs. 13.49 Lacs during the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 536.81 Lacs (previous year Rs. 276.55 Lacs) for purchase of Traded Goods.

CONSERVATION OF ENERGY:

Information as per Section 217(1) (e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report

PARTICULARS OF EMPLOYEES:

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 is not required to be given as no employee have drawn the salary as stated in Section 217 (2A) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuant to the requirements under section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Director's Responsibility Statement it is hereby confirmed:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2011, the applicable accounting standards have been followed with proper explanation and there are no material departures;

(ii) that the Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company forthe period under review;

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The directors have confirmed that there are adequate control & systems for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2011 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation to all employees of the company for their performance and continued support. The Directors also thanks to all the workers, staff, shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report of Dujodwala Products for the year ended 31st Mach,2010.

FINANCIAL RESULTS:

2009-2010 2008-2009 Rs. in Lacs Rs. in Lacs

Gross Sales including other Income 15684.25 12,447.40

Add: Excise Duty Refund 0.56 21.98

Gross Profit before Interest, Depreciation and Taxation 1466.69 665.03

Interest 63.27 294.10

Depreciation 298.17 270.68

Less: Provision for Taxation 360.00 11.50

Less: Provision for FBT 0.00 3.65

Add: Excess Provision of I.T. for earlier 1.20 0.00

period Provision for deferred taxation 25.35 29.63

Net Profit for the year 721.11 55.47

Add: Surplus brought forward from 881.42 880.95

previous year

Balance available for Appropriation 1602.53 936.42

Appropriations:-

a) General Reserve 55.00 55.00

b) Dividend 86.06 0.00

c) Dividend Tax 14.29 0.00

Balance carried forward to Balance Sheet 1447.17 881.42

DIVIDEND:

The Directors recommend that the final dividend of 10% per equity share to be appropriated from the profits for the year 2009-2010 subject to approval by the members at the Annual General Meeting.

TRANSFER TO RESERVES

The company proposes to transfer Rs.55 Lacs to General Reserve out of the amount available for appropriation.

MANAGEMENT DISCUSSION AND ANALYSIS: OVERVIEW

The Company is engaged in the manufacturing and selling of Camphor, Sodium Acetate, Terpenes Chemicals and Synthetics Resins at its Unit located at Kumbhivali, Savroli Kharpada Road, Tal: Khalapur, Khopoli-410203, Dist. Raigad, Maharashtra.

Discussion on Financial Performance with respect to Operational Performance During the year under review, the Company has achieved sales and other income of Rs. 15684.25 Lacs as against Rs. 12447.40 lacs during the previous year resulting in increase of 26%. Whereas the net profit has increased at Rs. 721.11 lacs as against Rs. 55.47 lacs during the previous year mainly on account of better performance of the company and less outgo of interest.

Internal Control Systems and its Adequacy

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri R. K. Shriya Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

b) Shri Narendra Goenka Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

c) Shri Anil Pavse who was appointed as a Director on 28th November, 2009, has resigned from the directorship on 25lh May, 2010.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS

Your Directors wish to place on record their appreciation for the strong contribution made by employees who have through their consistent and highly motivated performance enabled your Company to achieve these results.

The information as per section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the . said statement, may write to the Secretarial Officer at the administrative office of the Company.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

PREFERENTIAL ISSUE OF WARRANTS:

To augment long term resources of the Company for meeting fund requirements of the existing and new businesses etc., the Company has, in accordance with the Statutory provisions including Securities and Exchange Board of India (Disclosure and investor Protection) Guidelines, 2000 and with the approval of members, issued and allotted in February, 2010, 19,42,857 Warrants convertible into Equity shares on preferential basis to the promoters group at a price of Rs.18.59/- per warrant. In terms of the said Guidelines, these entities have paid 25% of the warrant price on subscription to the warrants and the balance issue price is payable upon exercise of the right to apply for the Equity Shares within a period of 18 months from the date of issue of the warrants. The warrants/ shares issued/to be issued under the preferential offer are subject to lock-in period as prescribed under SEBI guidelines.

FIXED DEPOSITS:

The Company has not accepted and / or renewed any Fixed Deposit with in the meaning of the provision of Section 58-A of the Companies Act, 1956 and the Rules made there under.

AUDITORS:

The Companys Auditors M/s. Sundarlal Desai and Kanodia, Chartered Accountants, hold office up to the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for reappointment by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their reappointment, if effected will be in accordance with Section 224(1 B) of the Companies Act, 1956.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement(s) of the Stock Exchange(s). The Audit Committee of the Company presently comprises of the following members namely Shri S. C. Sen, Shri R. K. Shriya and Shri Kamal Dujodwala are the Members of the said Committee.

AUDITORS REPORT:

The notes on the Accounts referred to the Auditors Report are self explanatory and therefore, do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company has earned Rs.820.15 lacs on account of Export made on FOB basis during year under review as against Rs. 728.73 Lacs in the previous year. The Company has spent 6774.13 lacs on against Rs. 3520.47 lacs during the previous year on import of raw materials on CIF basis and Rs. 13.49 lacs against Rs.2.20 during the previous year towards travelling expenses during the year under review.

CONSERVATION OF ENERGY:

Information as per section 217(l)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report.

PARTICUIARS OF EMPLOYEES:

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 is not required to be given as no employee has drawn the salary as stated in Section 217 (2A) of the Companies Act,1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the financial period ended 31st March, 2010, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial period and of the profit or loss of the Company for the period under review;

(iii) 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;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2010, on a "going concern" basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the services rendered by its suppliers, distributors, wholesalers, retailers, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Companys business.

CONCLUSION:

The Directors wish to take this opportunity to thank all to The Saraswat Co-op Bank Ltd., The Jammu & Kashmir Bank Ltd., IDBI Ltd., Insurance Companies, Central Government and State Government Officials and all employees of the Company for the continued support and services rendered.

For and on behalf of the Board of Directors

KAMAL DUJODWALA

CHAIRMAN

Place : Mumbai Dated :31st July, 2010 ,

 
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