Home  »  Company  »  Paushak Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Paushak Ltd.

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their 43rd Annual Report on the working of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2016.

1. Financial Summary and Highlights: (Rs.in lacs)

Particulars

Year ended on 31st March, 2016

Year ended on 31st March, 2015

Profit for the year before Interest, Depreciation and Tax

1,947.20

2,016.24

Deducting there from:

Interest

6.03

3.91

Depreciation

280.20

213.61

Profit/Loss for the year before Tax

1,660.97

1,798.72

Less: Provision for Deferred Tax Liabilities/(Asset)

31.10

59.29

Less: Provision for Income Tax

390.00

440.00

Add: Excess Provision of Income Tax

1.94

-

Profit/Loss after Tax

1,241.82

1,299.43

Add: Profit brought forward from last year

1,454.27

1,270.64

Balance available for appropriation

2,696.08

2,570.07

Less: Appropriations

Dividend on Equity Shares

96.21

96.21

Dividend Distribution Tax on Equity Shares

19.59

19.59

Transfer to General Reserve

1,000.00

1,000.00

Surplus carried to Balance Sheet

1,580.28

1,454.27

2. Transfer to Reserves:

An amount of Rs.1,000 Lacs from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend dividend of Rs.3/- per share (i.e. 30%) on the equity shares of Rs.10/- each for the year ended on 3151 March, 2016 as against Rs.3/- per share (i.e. 30%) for the year ended 31st March, 2015.

4. Management Discussion and Analysis Report:

As per the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been included and is enclosed as Annexure-A to this Report.

5. Operations and State of Affairs of the Company:

The Company''s Gross Sales including export incentives were Rs.7,789.23 Lacs for the year under review as compared to Rs.6,898.64 Lacs for the previous year.

The Profit before interest, depreciation and tax was Rs.1,947.20 Lacs for the year under review as compared to Rs.2,016.24 Lacs for the previous year. The Company made a Net Profit of Rs.1,241.82 Lacs for the year under review as compared to Net Profit of Rs.1,299.43 Lacs for the previous year.

6. Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Samdani Shah & Associates, Practicing Company Secretaries on compliance of the conditions of Corporate Governance pursuant to Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report of the Company.

7. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Udit Amin, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

8. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director and CEO, Mr. Kaushik Shah, Dy. CFO and Mr. Charandeep Singh Saluja, Dy. Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2016. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Non-Executive & Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Member / Team Leader

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/KRA and achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee comprises of Mr. Amit Goradia, Mr. V. H. Gandhi and Mr. Atul Patel. Mr. Amit Goradia is Chairman of the Audit Committee. All the Directors in Audit Committee are Non-Executive Independent Directors. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit and Compliance of various regulations. The Committee also reviewed at length, the financial statements and approved the same before they were placed before the Board of Directors.

13. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal Control Systems:

The Company''s internal control procedures ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations. The Company''s internal auditor team carries out extensive audits throughout the year across all functional areas, and submits its reports to the Audit Committee of the Board of Directors.

15. Corporate Social Responsibility:

During the year, the Company along with other entities in the group, settled a Trust in the name of Alembic CSR Foundation and obtained requisite statutory approvals for enabling it to carry out CSR activities for the entire group. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2016 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

16. Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report.

17. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

http://www.paushak.com/pdf/RPT-Policy.pdf

18. Fixed Deposits:

During the year under review, the Company has not invited/accepted any deposits from public.

19. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given as Annexure C.

20. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number 532742. The Company confirms that the annual listing fees to the BSE Limited for the financial year 2016-17 has been paid.

21. Auditors:

(a) Statutory Auditors:

M/s. Maloo Bhatt & Co, Chartered Accountants, Vadodara (Firm Registration No. 129572W) Statutory Auditors of the Company will be retiring at the conclusion of the ensuing Annual General Meeting. The Audit Committee and Board of Directors of the Company respectively at their meeting held on 15th April, 2016 proposed, subject to approval of the shareholders, the appointment of M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara as Statutory Auditors of the Company, to hold office from the conclusion of ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company. M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditor''s Report for financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Associates, Practicing Company Secretaries, Vadodara as Secretarial Auditors for undertaking Secretarial Audit of the Company for the financial year 2016-17.

The Secretarial Audit Report of M/s. Samdani Shah & Associates, Practicing Company Secretaries for the financial year ended 31st March, 2016 is annexed as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Internal Auditors:

The Board of Directors has appointed M/s. K. C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2016-17.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

22. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

During the year under review there is no employee in respect of whom information as per Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

23. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

24. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure G.

25. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

26. Directors’ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

(a) in preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies as listed in Note AA to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2016 and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Date: 15th April, 2016

Place: Vadodara


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, 2011

The Members,

The Directors present the 38th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2011.

1. Financial Results:

Particulars Year ended Year ended on 1st March, on 31st March, 2011 2010

Proft for the year before 6,79,75,461 5,22,33,309 Interest, Depreciation and Tax

Deducting therefrom:

Interest 41,02,780 69,83,175

Depreciation 1,55,55,533 1,44,94,700

Proft/(Loss) for the year 4,83,17,148 3,07,55,434 before Taxes

Less: Provision for Deferred ) (3,08,534) (5,91,688) Tax Liabilities/(Asset

Less: Provision for Income Tax 1,16,20,000 94,00,000

Less: Short provision for - 5,46,972 Income Tax

Profit/(Loss) after Taxes 3,70,05,682 2,14,00,150

Add: Profit/(Loss) brought 7,29,78,436 6,90,82,612 forward from last year

Balance available for 10,99,84,118 9,04,82,762 appropriation

Less: APPROPRIATIONS

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

Dividend Distribution Tax 10,40,548 10,90,098 on Equity Shares

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

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

Surplus carried to Balance Sheet 9,25,54,037 7,29,78,436

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, 2011.

2. Operations:

The profit before interest, depreciation and tax was Rs. 679.75 lacs for the year under review as compared to Rs. 522.33 lacs for the previous year. The Company made a net profit of Rs. 370.05 lacs for the year under review as compared to net profit of Rs. 214.00 lacs for the previous year. The Company’s Gross Sales including export incentives were Rs. 3109.17 lacs for the year under review as compared to Rs. 2635.81 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 at 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 Certifcate 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 31st March, 2011 was amounted to 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 dates.

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 the 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, Mr. C. R. Amin and Mr. Amit Goradia, Directors of the Company, retires by rotation and are eligible for re-appointment.

During the year and upto the date of this report, Mr. Sanjay Bhatt and Mr. R. M. Kapadia resigned from the Directorship of the Company. The Board places on record, its appreciation for the services rendered by Mr. Sanjay Bhatt and Mr. R. M. Kapadia as Directors of the Company.

The Board has appointed Mr. Sanotsh Jejurkar as Additional Director w.e.f. 03.02.2011. 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 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 judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2011 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 Company’s employees, bankers, Government Authorities, Valuable Customers, Vendors, Depositors and the Shareholders.

By Order of the Board

Chirayu R. Amin Chairman

Registered office: Alembic Road, Vadodara - 390 003. Date: 3rd May, 2011


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

Find IFSC