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Directors Report of Mohit Industries Ltd.

Mar 31, 2014

The Members

MOHIT INDUSTRIES LIMITED

The Directors have pleasure in presenting the 24th annual Report together with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL RESULT: (Rs. In Lacs)

PARTICULARS 31/03/2014 31/03/2013

Sales 22,509.98 19,668.42

Other income 243.75 154.52

Profit Before Interest & Depreciation 1,539.61 1,188.10

(-)Finance Cost 899.58 612.98

(-) Depreciation 445.74 380.22

Profit before tax & Exceptional items 194.29 194.89

( )Exceptional Items 163.88 -

Profit Before Tax 358.17 194.89

(-) Tax Expense 140.78 128.30

Profit for the year after tax 217.38 66.60

( ) Surplus brought from previous year 1,698.46 1,631.86

Total surplus Carried to balance sheet 1,915.84 1,698.46

Less :

Profit & Loss Appropriation 31/03/2014 31/03/2013

Proposed Dividend - -

Dividend Distribution tax - -

Transfer to General Reserve - -

Closing Balance 1,915.84 1,698.46

General Reserve 31/03/2014 31/03/2013

Total Amount as at last year 91.75 91.75

Add: Transfer from P&L Appropriation Account - -

Closing Balance 91.75 91.75

OPERATION:

The total Turnover of the Company during the year was Rs.22509.98 Lacs against Rs.19668.42 Lacs in the previous financial year. During the year Net sale of Company have been Increased by 14.45%. The increase in Turnover was mainly due to increase in Export sales. Total Raw material Consumption was Rs.16177.03 lacs against Rs.12133.23 lacs in the previous financial year. The total expenditure during the year was Rs.22559.44 Lacs against Rs.19628.05 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in manufacturing expenses, administrative Expense and selling & Distribution expense, interest and so on.

The profit before tax for the year under review was higher at Rs.358.17 Lacs (includes sale of Silvassa land & building at Rsl63.87 Lacs) compared to Rs.194.89 Lacs in the previous financial year and the profit after tax for the year under review at Rs. 217.38 Lacs compared to Rs. 66.60 Lacs in the previous financial year.

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard was Rs. 1.54 per share respectively as against Rs. 0.47 per share (basic & diluted) for the previous year.

DIVIDEND:

With a view to conserve the resources for the Company''s business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended 31st March 2014.

BUSINESS DEVELOPMENT & EXPANSION

Your company plans to take the expansion to the next level by installing high tech and time saving two new Texturising Machinery, increase the overall manufacturing Capacity to 21,000 tonnes from 18,000 tonnes of Draw Texturised Yarn. During the Current Year, Your company is also installing 48 New Water Jet looms increases overall manufacturing Capacity to 12 million from 8 million meters of grey fabrics annually.

Your Company is planning to increase Export Gross Turnover from 44 Crores in 2014 to 100 Crores by March 2015. The company is also planning to move towards export of Fabrics in 2014-15.

EXPORT

Yarn export has been continuously growing from India and company is also benefiting from same. The Company has exported DTY Yarn to South Korea with a Premium and Brand Name, Italy, Spain, Germany, Mexico, Thailand, Peru, Bangladesh South Africa, Egypt, Brazil, Colombia, Guatemala, Vietnam and many more Countries. The Company has availed Export House Status. The total Net exports of the Company amounted to Rs. 3944.28 Lacs as compared to Rs. 2412.86 Lacs.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on the Corporate Governance as stipulated under clause 49 of the listing agreement with the stock Exchanges along with a certificate from Mr. Dhiren Dave, Company Secretary in Practice, Confirming Compliances is set out in the annexure forming part of this Annual report.

The management Discussion Analysis Report as required under Clause 49 of Listing Agreement is annexed hereto as part of this Annual Report.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS:

In terms of Section 152 of the Companies Act, 2013, Mr. Manish Saboo shall retire by rotation at the 24th Annual General Meeting and being eligible, offer themselves for re-appointment. The Board Recommend their Re- appointment to the Shareholders of the Company.

Mrs. Pragya Memani was appointed as Additional Director on 22nd March,2014 and who holds office up to the date of this ensuing Annual General Meeting and The Company has received requisite notice in writing from members proposing the aforesaid directors for appointment as Independent Directors to hold office for 5 (five) consecutive years for a term up to the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2019, not liable to retire by rotation.

In terms of the provisions of Section 149 of the Companies Act, 2013, it is proposed to appoint Mr. Jayesh Gandhi, Mr. Dharmesh Patel, and Mr. Sachin Jain as independent directors for a period of 5 years up to the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2019., not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, Miss. Simmi Nandwani & Mr. Bharat Merchant has resigned from the Board of Directors of the Company on 31st May 2013 and 01st February, 2014 respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors'' of the Company from time to time, Your Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

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

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

IV. The Annual Accounts have been prepared for the period ended on 31st March, 2014 on a going concern basis. AUDITORS'' REPORT:

The Observations made in the Auditors1 Report read with relevant notes No. 2(F) in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". The Board is of the opinion that the Provision for the Long term Employees are determined on the basis of actuarial Valuation Method & technique prescribed in the Accounting Standard. The Consulting fees by actuaries for determining the Provision for long term benefit Plan is even higher than the Annual Liability of the company for Long term benefits. The company has decided to pay the Long term benefits as and when it becomes due as the amount is negligible and it is not going to make any impact on the financial Position of the company. Considering the size of the company and negligible liability, the company has not made provisions for Long term employee benefits & Defined benefits plan.

The Matter of Emphasis made in the Auditor''s Report in respect to Note No. 37 in respect of "Change in Accounting Policy" relating to accounting Treatment of foreign exchange fluctuation in respect of long term Monetary liabilities of the company has been added to cost of Depreciable Assets . The Board is of the opinion that The Change in Accounting Policy in respect of accounting of gain or loss arising on account of foreign exchange Fluctuation in respect of Long term Assets or Liabilities has been adopted by the board due to lot of fluctuations in Foreign Exchange Rates. Also, the Foreign Exchange liability standing on the books is for Import of Capital Asset and hence it has been capitalized.

AUDITORS:

The Statutory Auditors of the Company, M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for re- appointment as Statutory Auditor for the financial year 2014-15. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224 (IB) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R.K.M & Co. as Statutory Auditors of the Company.

The Companies Act, 2013

The Ministry of Corporate Affairs (MCA) vide its Circular dated 4th April 2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than 1st April 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Company''s financial statements, auditors'' report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2014-15.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1) (B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2014 the Company had not transferred any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

PERSONNEL & PARTICULARS OF EMPLOYEES:

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continues to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of the Employees) Rules, 1975 & Companies (Particulars of Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- P.A or Rs. 5,00,000/- P.M for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 & Companies (Particulars of Employees) Amendment Rules, 2011 and forming part of the Report of the Directors for the year ended 31st March, 2014.

ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors For Mohit Industries Limited

Place : Surat (SITARAM SABOO) Date : 14.08.2014 Chairman


Mar 31, 2013

To The Member of MOHIT INDUSTRIES LIMITED

The Directors have pleasure in presenting the 23rdAnnual Report together with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2013.

FINANICIAL RESULT:

(Rs. In Lacs) Particulars 31.03.2013 31.03.2012

Sales 19,668.42 17,631.42

Other income 154.52 144.46

Profit Before Interest & Depreciation 1,188.10 1,155.85

(-) Finance Cost 612.98 389.75

(-) Depreciation 380.22 306.43

Profit before tax & Exceptional items 194.89 459.66

( ) Exceptional Items 1,467.43

Profit Before Tax 194.89 1,927.10

(-) Tax Expense 128.30 556.62

Profit for the year after tax 66.60 1,370.48

( ) Surplus brought from previous year 1,631.86 576.73

Total surplus Carried to balance sheet 1,698.46 1,947.21

Less:

Profit & Loss Appropriation 31.03.2013 31.03.2012

Proposed Dividend 212.36

Dividend Distribution tax 34.46

Transfer to General Reserve 68.52

Closing Balance 1,698.46 1,631.87

General Reserve 31.03.2013 31.03.2012

Total Amount as at last year 91.75 23.23

Add: Transfer from P&L Appropriation Account 68.52

Closing Balance 91.75 91.75

OPERATION:

The total Turnover of the Company during the year was Rs. 19,668.42Lacs against Rs. 17,631.42Lacs in the previous financial year. During the year Net sale of Company has been Increased by 11.55% with respect to decline in Consumption of Raw materials by 11.70% Increase in Turnover was mainly due to trading in Sarees & Dhoties and Sale of new product AAC Blocks. Total Raw material Consumption was 12,133.23Lacs against Rs. 13,740.30Lacs in the previous financial year. The total expenditure during the year was Rs. 19,628.05Lacs against Rs. 17,316.22Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in manufacturing expenses, administrative Expense and selling & Distribution expense, interest and so on.

The profit before tax for the year under review was lower at Rs. 194.89Lacs from Rs. 1,927.10Lacs (which also include sale proceeds of Palghar unit of Rs. 1,467.44 Lacs) in the previous financial year and the same was the case of the profit after tax for the year under review at Rs. 66.60Lacs compared to Rs. 1,370.48 Lacs in the previous financial year.

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard- 20 issued by the Institute of Chartered Accountants of India was Rs. 0.47 per share respectively as against Rs. 11.21 per share (basic & diluted) for the previous year.

DIVIDEND:

With a view to conserve the resources for the Company''s business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended 31st March 2013

BUSINESS DEVELOPMENT & EXPANSION

The Company has installed and Commissioned Autoclaved Aerated Concrete (AAC) Blocks Manufacturing unit of capacity 300,000 m3/annum at Umargaon in September 2012. AAC Plant of the Company is well equipped with modern and latest technology enhancing Productivity of AAC Product.

The Company is also planning to install new AAC plant near by Hosur at Tamilnadu for which Land has been identified at Hosur and would finalize the same soon.

The Company has shifted its Textile Operations at Silvassa Unit to Kim unit which would result in better economies of scale.

EXPORT

Yarn export has been continuously growing from India and company is also benefiting from same. The Company has exported DTY Yarn to Italy, Spain, Germany, Mexico, Thailand, Peru, Bangladesh, South Africa, Egypt and many more Countries. The Company has exported goods over Rs.65 Crores in last two Years and has availed Export House Status. Company has also started to move from DTY (Draw Texturised Yarn) to Finished Fabrics. The Continued weakness of Indian Rupees against the US Dollar and Euro has improved Export earning of the Company.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on the Corporate Governance as stipulated under clause 49 of the listing agreement with the stock Exchanges along with a certificate from Mr. Dhiren Dave, Company Secretary in Practice, Confirming Compliances is set out in the annexure forming part of this Annual report.

The management Discussion Analysis Report as required under Clause 49 of Listing Agreement is annexed hereto as part of this Annual Report

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS:

In accordance with the provision of Section 255 and 256 of the Companies act, 1956 and pursuant to Article 138 to 145 and Article 162 of Article of Association of the Company, Mr. Jayesh Gandhi and Mr. Sitaram Saboo, Director of the Company shall retire by rotation at the 23rd Annual General Meeting and being eligible, offer themselves for re-appointment. The Board Recommend their Re-appointment to the Shareholders of the Company

The Information to shareholders pursuant to Clause 49 of Listing Agreement pertaining to brief resume, expertise in functional areas, Name of Companies in which Mr. Jayesh Gandhi and Mr.Sitaram Saboo are directors respectively is forming part of the Annual Report.

During the year Mrs. Ayushi Saboo and Miss. Simmi Nandwani has resigned from the Board of Directors of the Company on 13th Feb 2013 and 31st May 2013 respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors'' of the Company from time to time, your Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

II. 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 ended on 31st March, 2013 and of the profit of the Company for that period;

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

IV. The Annual Accounts have been prepared for the period ended on 31st March, 2013 on a going concern basis.

AUDITORS'' REPORT:

The Observations made in the Auditors'' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". The Board is of the opinion that Company doesn''t have high Numbers of men power plus employee turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

AUDITORS:

The Statutory Auditors of the Company, M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for re-appointment as Statutory Auditor for the financial year 2013- 14. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section224 (1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R.K.M & Co. as Statutory Auditors of the Company.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, M/s Manubhai& Associates, Cost Accountant, Surat have been appointed as Cost Auditors to conduct cost audit of textile product manufactured by Company for Financial year 2013-14.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto

INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2013-2014.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2013 the Company had not transferred any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

PERSONNEL &PARTICULARS OF EMPLOYEES:

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continues to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- P.A or Rs. 5,00,000/- P.M for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Amendment Rules, 2011 and forming part of the Directors'' Report for the financial year ended 31st March, 2012.

ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

SITARAM SABOO

Chairman

Date: 31.05.2013

Place: Surat


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2012 and the Auditors' report thereon.

Financial Results: (Rs. In Lakhs)

Particulars 31.03.2012 31.03.2011

Sales & other income 17,631.42 14,773.33

Profits before depreciation, interest and Tax 2,432.24 1,183.90

Less: Depreciation 306.42 374.12

Interest 198.72 377.35

Profit before Tax 1,927.10 432.43

Less: Provision for tax 556.62 155.75

Profit after tax 1,370.48 276.68

OPERATIONS

Company's progress speaks for itself, Turnover PBT & PAT has shown vertical growth. It also includes shares of slump sale of AACB Block unit. However, Management is confident that even in current year with new AACB Block unit product to start in current year.

Dividend:

Board of Directors are pleased share the growth of the company with shareholders by way of recommending dividend @ Rs.1.50 per share on equity shares of Rs. 10/- each.

Fixed Deposits:

The Company has not accepted any Fixed deposits under section 58-A of the Companies Act, 1956. Directors:

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Mr. IMarayan Saboo, Mr. Naresh Saboo, and Mr. Bharat Merchant are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain, Mr. Sitaram Saboo and Mr. Sachin Jain.. The Committee met three times during the year.

Director's Responsibility Statement:

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

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956 :

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

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

A. Conservation of Energy, Technology and Absorption :

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo :

During the year under review, there was no foreign exchange earning or outgo Auditors' Report

Observations made in the Auditors' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". Board is of the opinion that Company doesn't have high nos. of men power plus employee turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors:

M/s. Ramesh Kumar Malpani & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommend their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as per Schedule in the current year.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO

Date : 24.08.2012 CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2011 and the Auditors' report thereon.

Financial Results: (rs. in Lakhs)

Particulars 31.03.2011 31.03.2010

Sales & other income 14631.42 10788.50

Profits before depreciation, 1191.14 642.52 interest and Tax

Less: Depreciation 374.12 227.88

Interest 384.56 212.30

Profit before Tax 432.46 202.34

Less: Provision for tax 155.77 86.14

Profit after tax 276.69 116.19

OPERATIONS

Indian economy has shown its strength during the previous year and per capita income of the country and saving habit of Indians and spending powers of middle class and Indian youth has continued to support Indian economy and Textile Industry has also not only survived but has achieved modest growth as well.

Your company has also achieved over all modest growth and total Turn Over and Profit after Tax has shown growth of 35.62 % and 138.13 % as compared to previous year.

The Company has sold the AAC Blocks Plant located at Palghar to Biltech Building Elements Limited on 30th June 2011. The reason behind the sale was that the Company was getting a very good profit from the said sale which will be reflected in the current Financial year.

Dividend :

Board of Directors are pleased to share the growth of the company with shareholders by way of recommending dividend @ Rs.1.50 per share on Equity shares of Rs. 10/- each.

Fixed Deposits:

The Company has not accepted any Fixed deposits under section 58-Aof the Companies Act, 1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Ms. Ayushi Jain, Mr. Jayesh Gandhi and Mr. Narayan Saboo are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself/ her self for re-appointment. The Board recommends hisappointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain , Mr. Sitaram Saboo, and Mr. Sacnin Jain. The Committee met three times during the year.

Director's Responsibility Statement:

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

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956 :

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

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

A. Conservation of Energy, Technology and Absorption :

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo :

The detail of Foreign exchange earning/outgo is given in annexure forming part of this report.

Auditors' Report

Observations made in the Auditors' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding not made provision for Long term Employee Benefits. Board is of the opinion that Company doesn't have high nos. of men power plus turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors Report regarding Sales tax and Entry Tax matters: Company has filed an appeal in the Appellate Court on the Law point of double taxation and Court has granted an unconditional Stay Order without payment of any amount which itself shows that there will not be any liability on the Company.

Auditors:

M/s. Ramesh Kumar Malpani & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommends their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as per Schedule in the current year.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO Date : 16.08.2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2010 and the Auditors report thereon

Financial Results:

(Rs. In Lakhs) Particulars 31.03.2010 31.03,2009

Sales & other income 10788.50 9729.68

Profits before depreciation, interest and Tax 642.52 587.82

Less: Depreciation 227.88 195.68

Interest 212.30 220.74

Profit before Tax 202.34 171.40

Less: Provision for tax 86.14 61.46

Profit after tax 116.19 109.94

Dividend:

The directors have recommended Final dividend of @ 9% on Equity shares of Rs. 10/- each for the year ended 31st March 2010.

Directors:

Mr. Bharat Merchant and Mr. Dharmesh Patel were appointed as Additional Directors during the year. They hold office upto the date of ensuing Annual General Meeting and are eligible for reappointment. The company has received notices under Section 257 of the Companies Act, 1956 proposing their appointment as director, subject to retirement by rotation.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Mr. Sachinkumar Jain and Mr. Sitaram Saboo are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain, Mr. Sitaram Saboo, and Mr. Sachin Jain. The Committee met three times during the year.

Directors Responsibility Statement:

Pursuant to the provisions of Section, 217(2AA) of the CompaniesAct, 1956 your Directors confirm:

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March, 201O and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956:

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

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

A. Conservation of Energy, Technology and Absorption

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo:

The detail of Foreign exchange earning/outgo is given in annexure forming part of this report.

Auditors Report

Observations made in the Auditors Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding not made provision for Long term Employee Benefits. Board is of the opinion that Company doesnt have high nos. of men power plus turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors:

M/s. RKM & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommends their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as perSchedule in the current year.

Fixed Deposts:

The Company has not accepted any Fixed deposits undersection 58-A of the Companies Act, 1956.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO

Date : 05.08.2010 CHAIRMAN



 
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