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Directors Report of Paushak Ltd.

Mar 31, 2013

To The Members,

The Directors present their 40th Annual Report on the working of the Company together with the Audited Accounts for the year ended on 31st March, 2013.

1. Financial Results:

Particulars Year ended on Year ended on 31st March, 31st March, 2013 2012 Rs. Rs.

Profit for the year before Interest, Depreciation and Tax 12,71,98,844 6,09,33,331

Deducting therefrom: Interest 19,05,717 31,14,451

Depreciation 1,79,75,179 1,65,20,227

Profit/(Loss) for the year before Taxes 10,73,17,948 4,12,98,653

Less: Provision for Deferred Tax Liabilities/(Asset) (14,50,417) (4,39,259)

Less: Provision for Income Tax 3,10,00,000 88,50,000

Less: Excess Provisions for earlier years (1,76,716) (15,86,727)

Profit/(Loss) after Taxes 7,79,45,081 3,44,74,639

Add: Profit brought forward from last Year 10,95,73,900 9,25,54,037

Balance available for appropriation 18,75,18,981 12,70,28,676

Less: APPROPRIATIONS

Dividend on Equity Shares 96,21,342 64,14,228

Dividend Distribution Tax on Equity Shares 16,35,147 10,40,548

Transfer to General Reserve 5,00,00,000 1,00,00,000

Surplus carried to Balance Sheet 12,62,62,492 10,95,73,900

Dividend:

Your Directors are pleased to recommend dividend of Rs. 3/- per share, i.e., 30 per cent (Previous Year Rs. 2/- per share) on the equity shares of Rs.10/- each for the year ended on 31st March, 2013.

2. Operations:

The profit before interest, depreciation and tax was Rs. 1271.99 lacs for the year under review as compared to Rs. 609.33 lacs for the previous year. The Company made a net profit of Rs. 779.45 lacs for the year under review as compared to net profit of Rs. 344.75 lacs for the previous year. The Company''s Gross Sales including export incentives were Rs. 5429.55 lacs for the year under review as compared to Rs. 3549.54 lacs for the previous year.

3. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is enclosed as Annexure-I to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreement. A separate report on Corporate Governance is enclosed as a part of the Annual Report, along with the Auditor''s Certificate on the compliance.

5. Research & Development:

We have focused our R&D to ensure that we retain a dominant position in the market by better processes to improve quality consistency and cost of production. We have scaled up and stabilized a new set of products in the previous year and are also looking at developing more products at the lab scale for the future growth of the Company.

6. Safety, Health & Environment:

The Company continues to maintain and improvise upon the high standards of safety at the manufacturing site. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company. We have upgraded and invested in many new systems and equipment to improve the safety and reliability of our manufacturing plants.

7. Fixed Deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2013.

8. Particulars of employees:

During the period under review, there is no employee in respect of whom information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is required to be given in this Directors'' Report.

9. Energy, Technology and Foreign Exchange:

Information pursuant to 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 in the Annexure-II hereto and forms part of this Report.

10. Directors:

The Board of Directors at its meeting held on 24th April, 2013 has appointed Mr. Abhijit Joshi as Additional Director and Whole-time Director of the Company w.e.f. 1st May, 2013. He holds office upto the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 257 of the Companies Act, 1956 from a shareholder of the Company proposing the candidature of Mr. Abhijit Joshi as Director not liable to retire by rotation. As per the provisions of the Companies Act, 1956, Mr. C. R. Amin and Mr. Amit Goradia, Directors of the Company, retires by rotation and are eligible for re-appointment.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Vadodara are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue as Statutory Auditors, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors from the conclusion of ensuing Annual General Meeting to the conclusion of next Annual General Meeting.

12. Cost Auditor:

The Board of Directors appointed Mr. H. R. Kapadia, Cost Accountant, Vadodara as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company relating to the manufacture of chemicals for the year 2012-13.

13. Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Note AA to the financial statements have been selected and consistently applied and reasonable and prudent judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and profit of the Company for the accounting year ended on that date. iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

14. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Company''s employees, bankers, Government Authorities, Valuable Customers, Vendors and the Shareholders.

Registered office: By Order of the Board

Alembic Road

Vadodara - 390 003. Chirayu R. Amin

Date: 24th April, 2013 Chairman


Mar 31, 2012

The Directors present the 39th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2012.

1. Financial Results:

Particulars Year ended Year ended on 31st March, on 31st March, 2012 2011 Rs. Rs.

Profit for the year before Interest, Depreciation and Tax 6,09,33,331 6,79,75,461 Deducting there from:

Interest 31,14,451 44,63,590

Depreciation 1,65,20,227 1,55,55,533

Profit for the year before Taxes 4,12,98,653 4,83,17,148

Less: Provision for Deferred Tax Liabilities / (Asset) (4,39,259) (3,08,534)

Less: Provision for Income Tax 88,50,000 1,16,20,000

Less: Excess Provision for earlier years (15,86,727) -

Profit after Taxes 3,44,74,639 3,70,05,682

Add: Profit brought forward from last Year 9,25,54,037 7,29,78,436

Balance available for appropriation 12,70,28,676 10,99,84,118

Less: APPROPRIATIONS

Dividend on Equity Shares 64,14,228 64,14,228

Dividend Distribution Tax on Equity Shares 10,40,548 10,40,548

Reversal of provision of Corporate Dividend Tax - (24,695)

Transfer to General Reserve 1,00,00,000 1,00,00,000

Surplus carried to Balance Sheet 10,95,73,900 9,25,54,037

Dividend:

Your Directors recommended dividend of Rs 2/- per share, i.e., 20 per cent (Previous Year Rs 2/- per share) on the equity shares of Rs 10/- each for the year ended on 31st March, 2012.

2. Operations:

The profit before interest, depreciation and tax was Rs 609.33 Lacs for the year under review as compared to Rs 679.75 Lacs for the previous year. The Company made a net profit ofRs 344.75 Lacs for the year under review as compared to net profit of Rs 370.05 Lacs for the previous year. The Company's Gross Sales including export incentives were Rs 3479.99 Lacs for the year under review as compared to Rs 3109.17 Lacs for the previous year.

3. Management Discussion and Analysis:

Management Discussion and Analysis as required under the Listing Agreement with the Stock Exchange is enclosed as Annexure-I to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreement. A separate report on Corporate Governance is attached as a part of the Annual Report, along with the Auditor's Certificate on the compliance.

5. Research & Development:

Research and Development is carried out for improvements in quality, cost and quantity of the products currently manufactured. The Company is also exploring opportunities to develop and introduce new products through Research and Development activities.

6. Safety, Health & Environment:

The Company continues to maintain and improvise upon the high standards of safety at the manufacturing site. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company.

7. Fixed Deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2012.

8. Particulars of employees:

During the period under review, there is no employee in respect of whom information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is required to be given in this Directors' Report.

9. Energy, Technology and Foreign Exchange:

Information pursuant to 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 in the Annexure-II hereto and forms part of this Report.

10. Directors:

As per the provisions of the Companies Act, 1956, Mrs. M. C. Amin and Mr. U. C. Amin, Directors of the Company, retire by rotation and are eligible for re-appointment.

The Board has appointed Mr. V. H. Gandhi as Additional Director w.e.f. 18.10.2011. As per section 260 of the Companies Act, 1956, he holds office upto the date of this Annual General Meeting. The Company has received notice under section 257 of the Act proposing his appointment as director liable to retire by rotation. Your directors recommend the resolution for regularization of the appointment of Mr. V. H. Gandhi for your approval.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Statutory Auditors (Firm Regn. No. 107709W) will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them and fix their remuneration.

12. Cost Auditor:

The Board of Directors have appointed Mr. H. R. Kapadia, Cost Accountant, Vadodara as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company for the year 2011-12.

13. Directors' Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Note AA to the financial statements have been selected and consistently applied and reasonable and prudent judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2012 and profit of the Company for the accounting year ended on that date.

iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

14. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Company's employees, Bankers, Government Authorities, Valuable Customers, Vendors and the Shareholders.

Registered office: By Order of the Board

Alembic Road,

Vadodara - 390 003. Chirayu R. Amin

Date: 8th May, 2012 Chairman


Mar 31, 2010

The Directors present the 37th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2010.

Dividend:

Your Directors recommended dividend of Rs. 21- per share, i.e., 20 per cent (Previous Year Rs. 21- per share) on the equity shares of Rs. 10/- each for the year ended on 31st March, 2010.

2. Operations:

The Profit before interest, depreciation and tax was Rs. 522.33 lacs for the year under review as compared to Rs. 715.35 lacs for the previous year. The Company made a net profit of Rs. 214.00 lacs for the year under review as compared to net profit of Rs. 350.30 lacs for the previous year. The Companys Gross Sales including export incentives were Rs. 2588.78 lacs for the year under review as compared to Rs. 2886.34 lacs for the previous year.

3. Management Discussion and Analysis:

Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange is enclosed as Annexure "A" to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreements. A separate report on Corporate Governance is attached as a part of the Annual Report, along with the Auditors Certificate on the compliance.

5. Research & Development:

Research and Development is carried out for improvements in the production and quality of products. The Company is also exploring opportunities to develop and introduce new products through Research and Development activities.

6. Safety, Health & Environment:

The Company continues to maintain high standards of safety. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company.

7. Fixed Deposits:

The Company has not accepted any deposits during the year. The fixed deposits including loans from shareholders of the Company as on 31 st March, 2010 was Rs. 7,000/-. This deposit from one depositor is matured unclaimed deposit. In absence of any instructions from the depositor, the said deposit has not been renewed on due date.

8. Particulars of employees:

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b) of the Companies Act, 1956, this Annual Report being sent to shareholders do not include the statement of particulars of employee under section 217(2A) of the Act. Any shareholder interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office.

9. Energy, Technology and Foreign Exchange:

Information pursuant to 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 in the Annexure - "B" hereto and forms part of this Report.

10. Directors:

As per the provisions of the Companies Act, 1956, Mrs. Malika C. Amin and Mr. Udit C. Amin, Directors of the Company, retires by rotation and are eligible for re-appointment.

During the year, Mr. Arun Patel has resigned as Director. The Board places on record, its appreciation for the services rendered by Mr. Arun Patel as Director of the Company. The Board has appointed Mr. Sanjay Bhatt as Additional Director w.e.f. 21st October, 2009. As per section 260 of the Companies Act, 1956, he holds office upto the date of this Annual General Meeting. The Company has received notice under section 257 of the Act proposing his appointment as director liable to retire by rotation. Your directors recommend the resolution to the notice for your approval.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Vadodara will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them.

12. Directors Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Schedule U to the financial statements have been selected and consistently applied and reasonable and prudent judgements have been made so as to give true and fair view of the state of affairs of the Company as on 31 st March, 2010 and profit of the Company for the accounting year ended on that date.

iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

13. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Companys bankers, Government Authorities, Valuable Customers, Vendors, Depositors and the Shareholders.

Registered office: By Order of the Board

Alembic Road,

Vadodara - 390 003. Chirayu R. Amin

Date: 4th May, 2010 Chairman

 
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