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Directors Report of Patels Airtemp (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this 22nd Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Sales and Other Income 7586.52 9919.23 (Including Excise Duties)

Profit before Interest 1014.53 1160.67 and Finance Charges

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 119.22 271.97

Depreciation 171.69 152.71

Profit before Taxation 723.62 735.99

Provision for Taxation - Current 219.00 230.00

- Deferred 32.39 11.93

- Wealth Tax 1.01 0.80

- Short / (Excess) 3.60 0.58 Provision earlier year W/O

- Short / (Excess) (0.04) (0.20) Provision of Wealth Tax

Profit after Tax 467.66 492.88

Less Prior Period Adjustment 1.21 (1.76)

Net Profit 466.45 494.64

Balance brought forward from 3508.43 3221.64 previous year

Less: Corporate Dividend Tax 16.45 16.45

Less: Proposed Dividend 101.41 101.41

Less: Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3767.02 3508.43

Earning Per Share 9.20 9.76

DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2014, Rs.2/- per Equity Share of the face value of Rs.10/- (i.e. 20%) on 5070240 paid up Equity Shares, subject to approval of shareholders at the Annual General Meeting. The Corporate Dividend Tax works out to Rs.16.45 lacs.

PERFORMANCE

The slowing down in the economy has impacted the sales during the fiscal year 2013-14. During the year under consideration, your Company''s Net sales including export sales of Rs.7075.22 against Rs.9057.95. Profit Before Tax is Rs.723.62 lacs as compared to the previous year of Rs.735.99 lacs. The net Profit after tax at Rs. 466.45 lacs as compared to the previous year of Rs.494.64 lacs.

FUTURE PROSPECTS

As per the present policy of the Government of India & current scenario, there is a thrust on development of various infrastructure sectors and accordingly Government is continuously spending and developing refineries, fertilizer projects & thermal power plant. There is wide scope for the Company to supply the Capital goods equipments to the Companies under this segment. As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2013-14 your company has continued long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company''s facilities and capabilities and this augurs very well for your company and it is a testimony that your company''s facilities and capabilities are capable to meet very strict international standards.

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.136.37 Lacs on hand as on 27th May,2014. Thus your directors are quite bullish on repeating similar performance in future. Your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Prakashbhai N. Patel and Shri Narendrabhai G. Patel, retire by rotation and being eligible offer themselves for the reappointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 27 May, 2014 recommended appointment of Shri. Harishkumar I. Shah (DIN 00216585), Shri. Vinodkumar C. Desai (DIN 02813402), Shri. Naimeshbhai B. Patel (DIN 002813295), Shri. Girishbhai N. Desai (DIN 002824731) and Shri. Ramanbhai R. Patel (DIN 05224867) as an Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 22nd Annual General Meeting subject to approval of the Members of the Company.

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.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

LISTING OF SECURITIES:

Your company''s Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2014-15 to the Stock Exchange.

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 that:

(i) in preparation of the annual accounts, all the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 year and of the profit and loss account of the Company for the year under review ;

(iii) 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 preventing and detecting fraud and other irregularities ;

(iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants (Reg. No. 107525W), Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 141(3)(g) of the companies Act, 2013. The Board hereby requests the members to reappoint M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting

COST AUDITORS

In terms of Circular No. 52/26/CAB-2010 dated 24th January 2012 received from the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1 B) read with section 233B of the Companies Act, 1956, Rajendra Patel & Associates, Cost Accountant, Ahmedabad, were appointed as the cost auditors of the Company for the year ending 31st March, 2014.

Further, the Compliance Report in respect of the FY 2012-13 was filed by the Cost Auditor in the XBRL mode in Form-A within the due date to the Central Government.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

CORPORATE SOCIAL RESPONSIBILITY

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company''s Banks for the faith reposed by them in your Company and its management. Your Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

NARAYANBHAI G. PATEL CHAIRMAN & MANAGING DIRECTOR Place: Rakanpur Date: 27th May, 2014


Mar 31, 2013

Dear Members, Patels Airtemp (India) Ltd.

The Directors have pleasure in presenting this 21st Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 2013. Your Directors always try to maximize the value to the share holders. We have maintained our tradition of coming forth with high quality content and services. Our tradition in no way inhibits our capacity for innovations.

As trustees of the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavours. The summary of operating results for the year and appropriation of divisible profits is given below:

FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2012-13 2011-12

Sales and Other Income (Including Excise Duties) 9919.23 8023.64

Profit before Interest and Finance Charges 1160.67 1234.07

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 271.97 305.03

Depreciation 152.71 132.62

Profit before Taxation 735.99 796.42

Provision for Taxation - Current 230.00 235.91

- Deferred 11.93 18.48

- Wealth Tax 0.80 0.90

- Short / (Excess) Provision of

earlier year W/O 0.58 1.26

- Short / (Excess) Provision

of Wealth Tax (0.20) (0.10)

Profit after Tax 492.88 539.97

Less Prior Period Adjustment (1.76) 3.87

Net Profit 494.64 536.10

Balance brought forward from previous year 3221.64 2893.40

Less Corporate Dividend Tax 16.45 16.45

Less: Proposed Dividend 101.41 101.41

Less Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3508.43 3221.64

Earning Per Share 9.76 10.57



DIVIDEND

Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2013, X 2/- per Equity Share of the face value of X 10/- (i.e. 20%) on 5070240 paid up Equity Shares, subject to approval of shareholders at the Annual General Meeting. The Corporate Dividend Tax works out to X. 16.45 lacs.

PERFORMANCE

During the year under consideration, your company achieved net sales including export sales of X 9057.95 lacs as against X 7133.58 lacs for the previous year. Profit Before Tax is 735.99 lacs against X 796.42 lacs during the previous year. The net Profit after tax at X 494.64 lacs as compared to the previous year of X 536.10 lacs.

FUTURE PROSPECTS

As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2012-13 your company has entered into a long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company''s facilities and capabilities and this augurs very well for your company and it is a testimony that your company''s facilities and capabilities are capable to meet very strict international standards.

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.40 Crores on hand as on 29th May,2013. Thus, inspite of the economic slow down, your directors are confident of repeating similar growth in line with the past trend for fiscal year 2013-14. However, your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Narayanbhai G. Patel, Shri Devidas C. Narumalani and Shri Hareshkumar I Shah, retire by rotation and being eligible offer themselves for the reappointment. Your directors has approved in its board meeting held on 29/05/13, re-appointment of Shri Prakashbhai N. Patel & Shri Narendrabhai G. Patel as Whole Time Directors of the Company for further period of three years from 02/06/13 to 01/06/16 & 02/08/13 to 01/08/16 respectively on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES:

Your company''s Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2013-14 to the Stock Exchange.

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 preparation of the annual accounts, all the applicable accounting standards have 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 year and of the profit and loss account of the Company for the year 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 preventing and detecting fraud and other irregularities ;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants (Reg. No. 107525W), Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F No. 52/26/cab-2010 dated 24.01.2012 issued by the Ministry of Corporate affairs, Cost Audit Branch ordering the Cost Audit of the Listed Companies for its "Engineering machinery (including electrical & electronic product)" every year. Hence to comply the said Circular, the Company has re-appointed M/s. Rajendra Patel and Associates, Ahmedabad as a Cost Accountant for the year 2013-14. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The Report will be submitted to the Central Government on or before the due date.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company''s Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

Place: Rakanpur

Date: 29th May, 2013 NARAYANBHAI G. PATEL

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting this 20th Annual Report together with the Audited Statements of Accounts for the year ended on March 31, 2012. Your Directors always try to maximize the value to the share holders. We have maintained our tradition of coming forth with high quality content and services. Our tradition in no way inhibits our capacity for innovations.

As trustees of the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavours. The summary of operating results for the year and appropriation of divisible profits is given below:

FINANCIAL RESULTS: (Rs in Lacs)

Particulars 2011-12 2010-11

Sales and Other Income (Including Excise Duties) 8023.64 8475.60

Profit before Interest and Finance Charges 1234.07 1617.74

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 305.03 177.33

Particulars 2011-12 2010-11

Depreciation 132.62 110.04

Profit before Taxation 796.42 1330.37

Provision for Taxation - Current 235.91 417.71

- Deferred 18.48 24.27

- Wealth Tax 0.90 0.70

- Short / (Excess) Provision of earlier

year W/O 1.26 (0.50)

- Short / (Excess) Provision of

Wealth Tax (0.10) (0.15)

Profit after Tax 539.97 888.34

Less : Prior Period Adjustment 3.87 0.90

536.10 887.44

Balance brought forward from previous year 2893.39 2214.20

Less : Corporate Dividend Tax 16.45 16.84

Less : Proposed Dividend 101.41 101.41

Less : Transfer to General Reserve 90.00 90.00

Surplus carried forward to Balance Sheet 3221.63 2893.39

Earning Per Share 10.57 17.50

DIVIDEND

Your Directors has recommended dividend @ 20% i.e. Rs.2/- per Equity Share for the year 2011-12 subject to the approval of members in the General Meeting. The Corporate Dividend Tax works out to Rs 16.45 lacs.

PERFORMANCE

The performance of your company for the fiscal year 2011-12 was impacted partly owing to the rising cost of inputs and partly owing to the dull sentiments prevailing in the capital goods sector in the industry. Net sales inclusive of Exports of the Company is Rs 7133.58 against Rs 7802.29 lacs of the previous year. Profit Before Tax is Rs 796.42 lacs against Rs 1330.37 lacs during the previous year. Net Profit of the Company is Rs 536.10 lacs against Rs 887.44 lacs during the previous year.

FUTURE PROSPECTS

As you are aware, your Company is focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall under the category of capital goods. They have multifarious applications in several industries.

Your Company has started focusing not only on the domestic market but also on the international market and your directors are pleased to inform the members that in the current fiscal year FY 2012-13 your company has entered into a long term supply arrangements with a leading global manufacturer of heat exchangers whereby your company has started manufacturing and supplying heat exchangers to entered into after an exhaustive audit of your Company's facilities and capabilities and this augurs very well for your company and it is a testimony that your company's facilities and capabilities are capable to meet very strict international standards.

On an average your company expects to export heat exchangers valued at around Rs 20/- crores per annum. Further in the current year, the domestic demand has also revived and as of June, 2012 your company's order book position was quite healthy and it has stood at Rs 72/- crores which included domestic orders of Rs 62/- crores and export order of Rs 10/- crores. Going forward, your company expects to sustain a reasonably good growth rate in future both in the domestic market as well as in the export market.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Sanjiv kumar N. Patel, Shri Naimeshbhai B. Patel and Shri Vinodkumar C. Desai, retire by rotation and being eligible offer themselves for the reappointment. Your Directors has approved in its Board meeting held on 11th February, 2012, appointment of Shri Ramanbhai Patel as Additional Director of the Company w.e.f. 11th February, 2012. Your directors has approved in its board meeting held on 26th May, 2012, appointment of Shri Devidas C. Narumalani as Whole Time Director of the Company for further period of three years from 14th July, 2012 to 13th July, 2015 on terms and conditions as mentioned in Notice of the forthcoming Annual General Meeting.

The particulars of the directors retiring by rotation are given in the notice / explanatory statement portion of the accompanying notice.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES:

Your company's Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has paid Annual Listing Fees for the year 2012-13 to the Stock Exchange.

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 preparation of the annual accounts, all the applicable accounting standards have 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 fairview of the state of affairs of the company at the end of the financial year and of the profit and loss account of the Company for the year 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 preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

STATUTORY AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice of the Annual General Meeting.

COST AUDITORS

Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F No. 52/26/cab-2010 dated 24.01.2012 issued by the Ministry of Corporate affairs, Cost Audit Branch ordering the Cost Audit of the Listed Companies for its "Engineering machinery (including electrical & electronic product)" every year. Hence to comply the said order, the Company has appointed M/s. Rajendra Patel and Associates, Ahmedabad as a Cost Accountant for the year 2012-13. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The Report will be submitted to the Central Government on or before the due date.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, and Company's Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their support in the future as well.

For and on behalf of the Board of Directors,

Place: Rakanpur

Date: 26.05.2012 NARAYANBHAI G. PATEL

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars 2009-10 2008-09

Sales and Other Income (Including Excise Duties) 7760.41 7429.09

Profit before Interest and Finance Charges 1548.10 1272.81

Depreciation and Taxes & prior period Adjustment

Less : Interest & Finance Charges 134.06 108.86

Depreciation 87.77 66.18

Profit before Taxation 1326.27 1097.77

Provision for Taxation - Current 415.20 373.00

- Fringe Benefit Tax 0.00 3.80

- Deferred 34.66 (0.11)

- Wealth Tax 0.35 0.17

- Short/ (Excess) Provision of FBT 0.00 (0.42)

of earlier year w/o

- Short/(Excess) Provision earlier 7.59 4.96

Year w/o

Profit after Tax 868.47 716.37

Less Prior Period Adjustment 0.56 1.88

867.91 714.49

Balance brought forward from previous year 1554.94 1022.22

Less Corporate Dividend Tax 17.23 15.51

Less Interim Dividend - -

Less:Proposed Dividend 101.41 91.26

Less Transfer to General Reserve 90.00 75.00

Surplus carried forward to Balance Sheet 2214.21 1554.94

Earning Per Share 17.12 14.09

DIVIDEND

Your Directors has recommended dividend @ Rs.2/- per Equity Share for the financial year 2009-10 subject to approval by the members in the General Meeting. The Corporate Dividend Tax works out to be Rs. 17.23 Lacs.

PERFORMANCE

Your company continued to post good performance during the year. Profit Before Tax is Rs.1326.27 lacs against Rs. 1097.77 lacs during the previous year. Net sales of the Company are Rs. 7223.20 lacs against Rs. 6844.65 Lacs of the previous year.

Your company has earned Net Profit of the Company is Rs. 867.91 lacs against Rs. 714.49 lacs during the previous year showing an increase of about 21%. Thus there is remarkable growth in the top line as well as bottom line of the Company for the year under review.

FUTURE PROSPECTS

As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating tailor made machines and therefore, the order book position of such type of company can play pivotal role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the Company is having confirmed orders of about Rs.58 Crores on hand as on 22nd May,2010. Thus, inspite of the general slow down, your directors are confident of repeating similar growth inline with the past trend for fiscal year 2010-11. However, your directors are cautious and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.

As per the present policy of the Government of India, there is a thrust on development of various infrastructure sectors and accordingly Government is continuously spending and developing refineries, fertilizer projects, thermal power plant and nuclear power plant. There is wide scope for the Company to supply the Capital goods equipments to the Companies under this segment. Thus the Company can supply equipments like Shell & Tube heat Exchangers, Pressure Vessels & Columns, Air Cooled Heat Exchangers and Air Conditioning and Refrigeration equipments to this segment. Thus your directors are quite bullish on repeating similar performance in future.

DEPOSITS

The Company has not invited / accepted any deposits from the public under the provisions of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri Narendrabhai G.Patel, Shri Devidas C. Narumalani and Shri Prakashbhai N. Patel, who retire by rotation and being eligible, offer themselves for the re-appontment.

Shri Narimishbhai Patel, Shri Vinodkumar Desai, and Shri Girishbhai Desai have been appointed as Additional Director of the Company with effect from 30th October, 2009.Their appointment as Director is proposed in ensuing Annual General Meeting.

The Board of Director has in their meeting held on 22nd May, 2010 approved the re-appointment of Shri Prakashbhai N.Patel and Shri Narendrabhai Patel for further period of 3 years subject to approval of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed herewith.

LISTING OF SECURITIES

Your Companys equity shares are listed on Bombay Stock Exchange Ltd.The Company has paid Annual Listing fees for the year 2010-11 to the Bombay Stock Exchange Ltd.

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 preparation of the annual accounts, all the applicable accounting standards have 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 year and of the profit and loss account of the Company for the year 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 preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/S. Parikh & Majmudar having Registration Number 107525W, Chartered Accountants, Ahmedabad, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the companies Act, 1956. The said auditors will be re-appointed as auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Your Directors request you to appoint Auditors for the current year as set out in the accompanying notice of the Annual General Meeting.

PERSONNEL

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence not given.

CONSERVATION OF ENERGY

The main source of energy is power. However, power is not a major input in the manufacturing process and therefore, no substantial conservation of energy is possible. Again the Company is not required to give the particulars in the prescribed Form A under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Research & Development and Technology Absorption are given in Annexure to this report.

FOREIGH EXCHANGE EARNINGS & OUTGO

The information on foreign exchange earning and outgo during the year is furnished in the Notes to the Accounts.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the continued support and guidance provided by the Central and State Governments and al Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed shareholders, customers, business associates, Financial Institutions and Commercial Banks for the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their support in the future as well.



For and on behalf of the Board of Directors,

Place : Rakanpur NARAYANBHAI G. PATEL

Date : 22nd May, 2010 Chairman & Managing Director

 
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