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Directors Report of Panchsheel Organics Ltd.

Mar 31, 2015

The Directors rake pleasure in presenting The Twenty Sixth Annual Report. together with the Audited Balance Sheet as at 31 March, 2015 and the Statement, of Profit & Loss for the year ended 31st March, 2015

OPERATING RESULTS

Particulars 2014-2015 2013-2014

Revenue from Operation 3,58,037,404 3,91,762,026

Other Income 1,005,402 644,446

Total Income 3,59,042,806 3,92,406,473

Operating, Depreciation and Other 3,03,329,546 3,38,766,969 Expenses

Administrative and Finance Cost 28,079,508 2,66,743,96

Total Expenses 3,31,409,054 3,65,441,366

Profit before Tax 27,633,752 26,965,107

Less: Provision for Current Tax 1 1,907,691 10,507,348

Provision for Deferred Tax (3,644,634) (1,258,198)

income Tax for earlier year 379,604 127,080

Profit After Tax 18,991,091 17,588,877

PERFORMANCE

During the year under review your Company's turnover of- 3,580 Lacs compared to -3,917 Lags in the previous fiscal year 2013-2014, registering an decrease of 8.60 %. The Turnover of the Company for the year under review showed st consistent growth.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity share (TO-50 pei equity share.) for die financial year ended March, 2015. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid lo the members whose names appears in the Register of Members as on 24771 September) 15 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depositor]' Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPEPAT1ONS & FUTURE PROSPECTS:

The Turnover of the. Company for The year wider review showed a decrease of 8.60 % over die corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors, 3 (Three) Executive Directors including Managing Director as on March 31, 2015.

In accordance with die Auricles of Assoc anon of [he Company and In terms of Section 152 of the Companies Al% 2013, Mi. Rajesh Abhaychaud Tarukia the Directors of the Company, feline by rotation and being eligible, offer them for re-appointment.

AUDITORS

M/s V R. Shah & Associates, Chartered Accountants, the Statutory Auditor of the Company retire, at the ensuing Annual Central Meeting eligible for die re-appointment as Auditors of the Company to hold die office from das date of 26th Annual General Meeting until the conclusion of the 28th Annual General Meeting. The Directors recommend reappointing M/s V.R Shah & Associates as Auditors of the Company.

AUDITOR'S REPORT

Information and explanations on items contained in the Auditors Report which niigbt he considered to be "Reservations, Qualifications or adverse Remarks" is given below:

COST AUDITOR

The Board of Directors of Company has, upon Recommendation of the Audit Committee, appointed Jiendi-akumar Yadav & Associates. Cost Accountant as Cost Auditors for conducting an audit of Cost. Accounting Regards mainlined by the Company for the Financial Year 2015-16.

As required under the provisions of Section 139 of the Companies Act, 20] 3 and as per Rule 14 of Companies (Audit and Auditors) Rules 2014, with the prior approval of Central Government die Company has obtained &. a written confirmation from CMA Jiendi-akumar Yadav & Associates, to the effect that they are eligible for appointment as Cost Auditors under Section 139 of die Companies Act, 2013.

The Audit Committee has also reacted a certificate from the Cost Auditor certifying their independence and arm's length relationship wide the Company. Die Cost Auditors shall forward their report to the Central Government Ministry of Corporate Affairs, New Delhi for the Financial Year 2015-16, with in the prescribed time limit.

KEY MANAGERIAL PERSONNEL

Mr. Chandrakant shah, Chief Financial Officer and Miss. Apama. Ramcsh Akadkar Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act. 2013.

NUMBER OF MEETINGS OF THE BOARD

Regular meeting of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of die Board/Committee meeting to be held in the forthcoming financial year is being circuited to the Directors in advance to enable them to pan dike schedule for effective participator in the meetings. Due to business exigencies, certain business decisions ale taken by the Board through circulation from tunic to lime.

During the Financial Year 2014-15, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and hating agreement were adhered to white considering the time gap between two meetings -

S No. Date of Meeting Board Strength No. of Directors Present

1 30,05.2014 6 6

2 14.08.2014 6 6

3 10-09.2014 6 6

4 15.11.2014 6 6

5 14-02.2015 6 6

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

- Audit Committee

- Nomination arid Refineries nod Committee

- Shareholder grievances committee / Investors Grie varies Committee:

The details with respect Lo the compositions, powers, roles, terms of reference, etc. of relevant complies arc given in details in the 'Report on Corporate Governance* of the Company which forms par of this Annual Report

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted in Fixed Deposits from die public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year: under review, as stipulated under clause 49 of listing agreement with die Stock Exchanges art: given as a separate sraiemem in die Annual Report,

PARTICULARS OF EMPLOYEES

Particulars of employees as required up to 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than profits 60,00,0007- per annum during the year under review, if employed birr fill) year or more than R 5,00,000/-per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013-

1) In the preparation of r.ht annual accounts, the applicable accounting standards have beefy followed along with proper explanation relating to material departures, if any.

2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that, are reasonable and prudent so as to give a true and fair view of the state of affairs of die Company at the end of the financial year viz 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance widest: provisions of the Companies Act, 2013 for safeguarding die assets of the Company and for preventing and detecting fraud and other irregularities.

4) Than the Directors had prepared the annual accounts on a going concern basis.

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effusively.

6) The systems re.) ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATTON BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration horn each Independent Director under Section 149(7} of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section M9(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company; but shall be eligible for re-appointment for next live years on passing of a special resolution by the Company and disclosure of such appointment in. the Board's report.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stroke Exchange, Indore. The Listing fee for the financial year 2015-2016 has already been paid.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investigates covered under the provisions of Section 186 of die Companies Act,2013 are given in die notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule (S)(3) of the Companies (Accounts)Rotes, 2014, is annexed hereto: and forms part of dens report.

CORPORATE GOVERNANCE

As required by die Clause 49 of the listing Agreement entered in to by your Company with tire BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together wide a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified tine Company's Compliance with die Listing Agreement and die same is annexed to die report on Corporate Governance;

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure-I" to the Directors' Report

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify. evaluate business tasks and opportunities. This framework seeks to ere ate transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting, The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis af a Company level as also separately for business. The Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company's website.

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. Extract of Remuneration Policy is given in MGT-9 to the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in the ordinary course of die business of the Bank and were on arms longed basis. There were no materially significant related party transactions entered by the Company with promoters, Directors. Key Managerial Personnel or Other persons which may have potential conflict. with the interest of the Company. Considering the nature of the industry in which the Company operates, transactions with related parties of the Company as in the ordinary course of business which are on arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company,

SEXUAL HARASSMENT/ OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRFSSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20J 3 has been notified on 9th December. 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace and sending up of the Committee for implementation of said policy is under review and consideration.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s GMS & CO, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-il" to the Directors' 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 performance evaluation of its own performance, the Directors individually, the Chairperson's as well as the evaluation of the working of its Audit Committee. Corporate Social Responsibility Committee, Nomination &, Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out hay been explained hi the Corporate Governance Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was unpaid/unclaimed Dividend of Rs. 115,612 declared and paid in Financial Year 2014-15. The company has unpaid/unclaimed dividend of Rs. 110,292/- for past years which are not due for transfer to investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF TITE COMPANY' OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors ¦wish to pace on record their appreciation and sincere dinks to die state government, government agencies, banks, financial institutes joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and co-operation, have helped, as partners, in your Company's progress.

Your Directors also acknowledge dit. hard work, dedication and commitment of the employees.

By Order of the Board of Directors



Place; lndore Mahendra A. Turakhia

Date: 30th May, 2015 Chairman and Managing Director

(Din: 00006222)


Mar 31, 2014

Dear Members,

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

OPERATING RESULTS

Particulars 2013-2014 2012-2013 (Rs.) (Rs.)

Revenue from Operation 391,762,026 334,018,653

Other Income 644,446 249,078

Total Income 392,406,473 334,2,67,731

Operating, Depreciation and Other 338,766,969 292,560,708

Expenses

Administrative and Finance Cost 266,743,96 240,77,517

Total Expenses 365,441,366 316,638,225

Profit before Tax 26,965,106 17,629,506

Less: Provision for Current Tax 10,507,348 8,400,000

Provision for Deferred Tax (1,258,198) (3,53 7,174)

I ncome Tax for earlier year 127,080 82,486

Profit After Tax 17,588,877 12,664,194

PERFORMANCE

During die year under review your Company achieved a turnover of Rs. 3917 Lacs compared to ?3340 lacs in the previous fiscal year 2012-2013, registering an increase of 17.27%. The Turnover of the Company for the year under review showed a positive growth.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity' share (Rs.0.50 per equity share) for die financial year ended March, 2014. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to die members whose names appears in the Register of Members as on 25th September, 2014; in respect of shares held in dematenalized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a higher growth of 17.27% over the corresponding previous year.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of thte Companies Act, 1956, Mr. Kishore Abhaychsuid Turakhia and Mr, Sarnbhunath Chaktavarti, die Directors of the Company., retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s V. Shah & Associates, Chattered Arcountants, the Statutory Auditor of die Company retire at the ensuing Annual General Meeting and have con funned their eligibility arid willingness to accept office if re-appointed.

The Company has received a letter from M/s V, Shah & Associates, Chartered Accountants to the effect that their re-appointment, if made would be within the limits specified under Section 224(IB) of the Companies Act, 1956 and that they ate not disqualified within the meaning of Section 226 of he Companies Act, 1956 for such re-appointment,

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITOR

The Board of Directors of Company has, upon recommendations of the Audit Committee, appointed Jhendrakitmar Yadav & Associates-, Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by he Company for the Financial Year 2014-15. As required under the provisions of Section 224 (IB) read with Section 233B (2) of the Companies Act, 1956, the Company has obtained a written confirmation from CMA Jitendrakumar Yadav & Associates, to the effect that they are eligible for appointment as Cost Auditors under Section 233B of he Companies Act, 1956

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and atm's length relation ship with (he Company. The Cost Auditors shall, forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for die Financial Year 2014-15, within die prescribed tune limit.

COMMITTEE OF DIRECTORS

Reconstitution of Shareholders / Investors Grievances Committee:

During he year under review, the Shareholders /Investor Grievances Committee was reconstituted on 30th May, 2014 as follows:

Name of the Director Status

Mr. Diwakar Mani Chairman (Non Executive Director/ Tripathi Independent Director)

Mr. RajeshTurakhia Member (Executive Director)

Mr. Shambhunadi Member (Independent Director) Ckakravart

FIXED DEPOSIT'S

During the year under review, the Company did not accept or invite any deposit from the public within the purview of section 58A of the Companies Act, 1956.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for die year under review, as stipulated under clause. 49 of Listing agreement with the Stock Exchanges are given as a separate statement in die Annual Report .

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with die Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have- been followed along with proper explanation relating to material departures, if any.

2) 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 die state of affairs of the company as at the end of the financial year and profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of die Company and for die preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2014 on a "going concern" basis.

LISTING OF EQUITY SHAKES

The equity shares of your Company are listed on the Bora bay Stock Exchange Limited Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the financial year 2014-2015 has already been paid.

CONSERVATION OF ENERGY, TECI-TNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving derails of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and forms pam of this report

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement entered in to In your Company with the BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Cernfied die Company's Compliance with die listing Agreement and the same is annexed to the report on Corporate Governance.

ACKNOWLEDGEMENTS

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organisations who through dieir continued support and co-operation, have helped, as partners, in your Company's prograss-

Youl Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place: Indole Mahendra A. Turakhia Date: 30th May, 2014 Chairman and Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Fourth Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2013.

OPERATING RESULTS

Particulars 2012-2013 2011-2012

Revenue from Operation 334,018,653 299,240,694

Other Income 249,077 4,544,392

Total Income 334,2,67,730 303,7,85,086

Operating, Depreciation and Other 292,560,708 262,692,659 Expenses___

Administrative and Finance Cost 240,77,517 153,39,851

Total Expenses 316,638,225 278,032,510

Profit before Tax 17,629,506 25,752,576

Less: Provision for Current Tax 8,400,000 7,383,905

Provision for Deferred Tax (3,517,174) 182,496

Income Tax for earlier year 82,486 (31,446)

Profit After Tax 12,664,194 18,154,729

PERFORMANCE

During the year under review your Company achieved a turnover of Rs. 3340 Lacs compared to Rs.2992 Lacs in the previous fiscal year 2011-2012, registering an increase of 11.63%. The Turnover of the Company for the year under review showed a positive growth. Profit before interest, depreciation and taxes in financial year 2012-2013 are Rs.343.33 Lacs. After providing for interest of Rs.64.08 Lacs (Rs.52.56 Lacs previous fiscal) and Depreciation of Rs.102.96 Lacs (Rs.49.59 Lacs previous fiscal), the profit after tax of the Company is Rs.126.64 Lacs.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity share (Rs.0.50 per equity share) for the financial year ended March, 2013. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members as on 16 July, 2013; in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a higher growth of 11.63% over the corresponding previous year.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Mahendra Turakhia and Mr. Radheshyam Tawani, the Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s V. Shah & Associates, Chartered Accountants, the Statutory Auditor of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if re-appointed.

The Company has received a letter from M/s V. Shah & Associates, Chartered Accountants to the effect that their reappointment, if made would be within the limits specified under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified within the meaning of Section 226 of the Companies Act, 1956 for such re-appointment.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

COST AUDITOR

The Board of Directors of Company has, upon recommendations of the Audit Committee, appointed Jitendra Kumar & Associates Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the Company for the Financial Year 2012-13. As required under the provisions of Section 224 (IB) read with Section 233B (2) of the Companies Act, 1956, the Company has obtained a written confirmation from CMA Jitendra Kumar & Associates to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2012-13, within the prescribed time limit.

COMMITTEE OF DIRECTORS

Reconstitution of Shareholders / Investors Grievances Committee:

Durins the vear under review, the Shareholders /Investor Grievances Committee was reconstituted on 15th Mav, 2012 as follows:__

Name of the Director Status

Mr. Bharat Desai Chairman (Non Executive Director)

Mr. Rajesh Turakhia Member (Executive Director)

Mr. Kirit Doshi Member (Independent Director) Rs.

FIXED DEPOSITS

During the year under review, the Company did not accept or invite any deposit from 4 the public within the purview of section 58A of the Companies Act, 1956.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under clause 49 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

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

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March 2013 on a "going concern" basis.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the financial year 2013-2014 has already been paid.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement entered in to by your Company with the BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified the Company''s Compliance with the listing Agreement and the same is annexed to the report on Corporate (06) Governance.

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and co-operation, have helped, as partners, in your Company''s progress.

Your Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place: Indore Mahendra A. Turakhia

Date: 30th May, 2013 Chairman and Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2010.

Financial Results

Particulars 2009-10 2008-09

Sales & Other Income from Operation 23.60.85.845 226.849.027

Increase/Decrease in Stocks 1.29.65.233 (613.318)

Other Income 17.270 -

Total Income 24,90,68,348 22,635,709

Operating Expenditure 21,38,77,884 187,225,300

Administrative and other1, 40,08,644 18.453,770

Expenditure

Profit Before Depreciation and 2,11,81,820 20,556,640

Financial charges Depreciation 35,26,518 2,808,681

Profit Before Financial Charges 1,76,55,302 17,747,959

Financial Charges 35,91,071 3,511,915

Profit Before Tax1, 40,64,231 14,236,044

Less: Provision for Deferred Tax 13,61,465 1,062,300

Provision for Income Tax 41,55,000 4,875,000

Provision for Fringe Benefit Tax - 168,700

Profit After Tax 85,47,766 8,130,044

Income Tax for earlier year 5,89,867 (843,286)

Balance brought forward 6,07,73,413 53,486,655

Balance carried to Balancesheet 6,99,11,046 60,773,413



Performance

During the year under review your Company achieved a turnover of Rs.2361 Lacs Compared to Rs.2268 Lacs in the previous fiscal year 2008-2009, registering an increase of 4.0%. Profit before interest, depreciation and taxes in 2009-10 were increased at Rs.212 Lacs compared to Rs.206 Lacs in the previous fiscal.

After providing for interest of Rs. 36 Lacs (Rs.35 Lacs previous fiscal) and depreciation of Rs 35 Lacs (Rs. 28 Lacs previous fiscal), the profit after tax of the Company was Rs.85 Lacs as against the previous years profit before tax of Rs.81 Lacs.

During the year under review, the Company Scaled new heights in revenue.

Dividend

Owing to the development and expansion plans already undertaken by the company and the need of ploughing back in the company of the generated profits during the year, your Directors do not recommend any dividend for the year under review.

Operations & Future Prospects

The Turnover of the Company for the year under review showed a higher growth of 4 % over the corresponding previous year. The overall business prospects of the Company are encouraging despite reduction in parity at certain levels of operations.

Directors

Mr. Kiritkumar M. Doshi and Mr. Radhashyam Ramprasad Tawani, the Directors of the Company, retire by rotation and being eligible offers themselves for re-appointment.

Your Directors recommend the appointments and re-appointments of the aforesaid Directors.

Auditors

M/s. P. B. Mehta & Associates, Chartered Accounts, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and are eligible for re- appointment. The Company has received their consent under section 224(1 B) of the Companies Act, 1956 for such re-appointment.

Fixed Deposits

The Company has not accepted Fixed Deposits from public within the purview .of section 58A, of the Companies Act, 1956, during the year under review.

Financial Condition and Result of operation

Management discussion and analysis of financial condition and result of operation of the company for the year under review, as stipulated under clause 49 of listing agreement with the Stock Exchanges are given as a separate statement in this annual report.

Particulars of Employees

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to; material departures, if any.

2) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of; the company. As at the end of the financial year and profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2010 on a "going concern" basis.

Listing of Equity Shares

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the year 2010-11 has already been paid. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoes

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and form part of this report.

Corporate Governance

Your Companys philosophy on corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

A separate section on Corporate Governance from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing Agreement with the Stock Exchanges, form the part of this Annual Report.

Acknowledgments

Our teams across the Company through their competence, hard work, dedication and team spirit, have stretched incessantly to achieve impressive results for the year 2010 and over the years has made your company a great place to work with. The Board wishes to place on the record its sincere appreciation of the effort put in by your companys senior management team , executives and consultants at all levels, with your wishes and trust we endeavors to delivers long term shareholder value.

Your Directors would likes to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business/alliance and technology partners for the support.

Your Directors thanks the government of India and support during the year, and look forward to their continued support in the future.



Registered Office: By Order of the Board of Directors

B-6 & B-7, Sector-C,

Industrial Area,

Sanwer Road, Mahendra A. Turakhia

Indore - 45200 l(M.P) Chairman Cum Managing Director

Place: Indore

Date: 31st August, 2010

 
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