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Directors Report of Polson Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 74th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS:

(Amount in lakhs)

Particulars (Standalone) Standalone

2014-15 2013-14

Total Income 11087 10124

Total Expenditure (10129) (9457)

Profit before Tax 958 667

Provision for Tax (280.6) (212.68)

Less/Add Deferred Tax Liability (22.33) 0.31

Profit after Tax 655.07 454.63

Add: Balance of Profit brought forward 3270.14 2903.63

Profit available for appropriation : 3925.21 3358.26

Less: Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to Reserves (98.21) (64.67)

Less: Short Provision for previous year - (23.00) adjusted

Surplus carried to the Balance Sheet 3827 3270.59

Earning per Equity Share (Face Value: Rs. 10/-)

Basic 545.64 359.33

Diluted 545.64 359.33

Note: The Board's Report shall be prepared based on the stand alone financial statements of the company.

2. DIVIDEND:

The Company would like to reserve its profits for its growth; and hence your Directors do not recommend dividend for the Financial Year.

3. RESERVES:

The appropriations for the year are:

Particulars Standalone(in lacs)

Net Profit for the year Rs. 654.77/-

Balance of Reserve at the beginning of the Rs.3270.14/- year

Transfer to General Reserve Rs.98.21/-

Balance of Reserve at the end of the year Rs. 3826.70/-

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR

The Company achieved a turnover of Rs. 1,07,68,39,241/- during the current year, as against Rs. 1,00,58,51,966/- during the previous year. The profit during the year has been Rs. 6,54,77,189/- as against Rs. 4,31,19,547/- during the previous year 2013-14.

The Company is engaged only in one segment which is of manufacturing synthetic organic tanning substance.

The highlights of the Company's performance are as under:

* Revenue from operations increased by 7.1% to Rs.10390.54/- lacs

* Exports increased by 13.60% to Rs. 7314.71/- lacs

* PBDIT increased by 16.68% to Rs.1930.49/-

* Profit before tax increased by 43.68% to Rs. 957.76/- lacs

* Cash Profit increased by 27.14% to Rs. 1173.31/-

* Gross Margin 26.91% for the year ended March 31, 2015.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company has following subsidiaries:

A. Direct Subsidiary

The Company has one wholly owned subsidiary during the financial year;

* Dudhwala Builders Private Limited

B. The Company does not have any jointly held subsidiary; step down subsidiaries and Joint Venture.

C. Associate Companies:

The Company does not have associates companies in which it holds more than 50% shareholding.

F. Companies which have ceased to be subsidiary

Dudhwala Builders Private Limited, a wholly owned subsidiary of the Company in the financial year 2011-2012. The Board of Directors of the Company in their meeting held on September 17, 2014 have approved the proposal of disinvestment of its entire stake in Dudhwala Builders Private Limited and, accordingly, ceased to be the subsidiary of the Company w.e.f.15.06.2015.

The results of the Company's subsidiary are given in their Annual Reports and Accounts appended to this Report.

8. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. Particulars Details No.

Name of the subsidiary Dudhwala Builders Private Limited

Reporting period for the subsidiary concerned, if different from the holding 01.04.2014-31.03.2015 company's reporting period

Reporting currency and Exchange rate as on the last date of the N.A. relevant Financial year in the case of foreign subsidiaries

Share capital 1,01,000

Reserves & surplus Rs. (46,56,108)

Total assets Rs.32,54,06,335

Total Liabilities Rs.32,54,06,335

Investments -

Turnover -

Profit before taxation Rs.(38,58,916)

Provision for taxation -

Profit after taxation Rs.(38,58,916)

Proposed Dividend Nil

% of shareholding 100%

9. DEPOSITS

Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act, 2013 during the year under review.

The details relating to deposits, covered under Chapter V of the Act,-N.A.

a. accepted during the year-N.A.

b. remained unpaid or unclaimed as at the end of the year-N.A.

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

* at the beginning of the year-N.A.

* maximum during the year-N.A.

* at the end of the year-N.A.

10. SHARE CAPITAL

a. Issue of equity shares with differential rights:

During the year under review, The Company has issued not issued equity shares with differential rights.

b. Issue of sweat equity shares:

During the year under review, the Company has not issued sweat equity shares.

c. Issue of employee stock options :

During the year ended March 31, 2015, the Company has not issued employee stock options.

d. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: During the year Company has not made any provision for purchase of its own shares by its employees or by trustees.

11. RISK MANAGEMENT POLICY

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. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Polson Management System (PMS) that governs how the Company conducts the business of the Company and manages associated risks.

12. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

14. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year under review, the meeting of the Board of Directors was conducted 10 times on 24/5/14; 14/8/14; 06/09/14; 17/09/14; 14/11/14; 25/11/14; 20/01/15; 06/02/15; 14/02/15 and 26/03/15.

16. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

* Post financial year under review, Mr. Nakul Patel (DIN 00332824) resigned from the post of Directorship due to pre-occupancy.

* Mr. Amol Kapadia (DIN 01462032) retires by rotation and being eligible offers himself for re-appointment.

* Post financial year Mr. Haren Sampat was appointed as an Independent Director w.e.f August 14, 2015.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

C) Annual Evaluation of the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

17. MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year- 21:73

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;-Nil

(iii) the percentage increase in the median remuneration of employees in the financial year-20%

(iv) the number of permanent employees on the rolls of company;-48 employees

(v) the explanation on the relationship between average increase in remuneration and company performance;- N.A.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;- The remuneration of Key Managerial Personnel is not increased as increase in Turnover is not substantial.

(vii) The price earnings ratio of the Company as at March 31, 2015 is 545.64, as against 359.33 as at March 31, 2014.

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year differs from employee to employee.

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company-N.A.

(x) the key parameters for any variable component of remuneration availed by the directors The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations the Nomination and Remuneration Committee as per the Remuneration Policy for directors, Key Managerial Personnel.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year-N.A.

(xii) affirmation that the remuneration is as per the remuneration policy of the company-It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and Senior Management adopted by the Company.

C) Details of the every employee of the Company as required pursuant to 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The following employees were in receipt of remuneration more than Rupees Sixty lakh per annum of Rs. 5 Lacs p.m.: There are no employees who draw remuneration more than Rupees Sixty Lakh per annum of Rs. 5 lacs per month.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. (u/s 197)- The Company has not paid any commission to its director and managing director.

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

A. During the year, the Company has not given loan.

Name of the entity Relation Amount Particulars of loans guarantees and investments

Dudhwala Builders Wholly Owned 28,04,75,397/- Loans to its Private Limited Subsidiary wholly owned subsidiary



Name of the entity Purpose for which the loan,guarantee and investment are proposed to be utilized

Dudhwala Builders For day to day operations Private Limited

B. During the year, the Company has extended following Guarantees: During the year Company has not extended any guarantee to other body corporate.

C. The Company has not any made investment during the year.

The amount of loan given is within the limits prescribed u/s 186 of the Companies Act, 2013.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2. (Format enclosed)

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy:

Operations of the Company are not Energy Intensive. However, the Company has endeavoured to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest technology and equipments, wherever feasible, to reduce energy consumption.

(i) The steps taken or impact on conservation of energy: - Energy conservation dictates how efficiently a company can conduct its operations. Polson has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth environmental pollution and strengthened the Company's commitment towards becoming an environment friendly organization.

The Company continued using Natural Raw Materials like Hirda, Tamaring Testa etc in the manufacturing process. The residue of these raw materials is further used as FUEL for Boiler, thus reducing the consumption of Furnace Oil.

A dedicated "Energy Cell" is focusing on energy management and closely monitor energy consumption pattern across all manufacturing plants.

(ii) The steps taken by the company for utilising alternate sources of energy:- The Company does not have alternate sources of energy.

(iii) The capital investment on energy conservation equipment's:-Nil (B) Technology absorption:

i. the efforts made towards technology absorption;

ii. the benefits derived like product improvement, cost reduction, product development or import substitution;

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

iv. The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs. 7032.62/- (previous year: Rs. 6588.24/-) and Rs. 338.70/- (previous year Rs. 331.80/-) respectively.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on February 14, 2015. The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure A to this Report.

24. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee.

There are currently four Committees of the Board, as follows:

* Audit Committee

* Corporate Social Responsibility Committee

* Nomination and Remuneration Committee

* Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted vigil mechanism policy under the provision of Sec 177 of the Companies Act, 2013. The vigil mechanism provides adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and provides direct access to the Chairperson of the Audit Committee.

26. STATUTORY AUDITORS

M/s. A. S. Madon & Co., Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment. M/s. A. S. Madon & Co. have, under Rule-4 of the Companies (Audit & Auditors) Rules, 2014, furnished the certificate of their eligibility for reappointment. Requisite resolution is being placed for the shareholder's approval.

27. AUDITORS' OBSERVATION & REPORT:

Auditor's observations are suitably explained in notes to the Accounts and are self-explanatory.

28. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by M/s. SPS & Co., a company secretary in practice has been annexed with the report.

29. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return has been annexed with the report.

30. ACKNOWLEDGEMENTS

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors

Chairperson

Place: Mumbai Date: 31.08.2015




Mar 31, 2014

The Members Polson Limited

The Directors take pleasure in presenting the 73rd Annual Report, together with the Audited Statement of the company''s accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

A summary of the financial results for the year 2013-14 are given below:

Rs in Lacs

FINANCIAL RESULTS 2013-14 2012-13

Gross Income ( Including Non operating income) 10124 9149.42

Less-Total Expenses excluding depreciation 9201 8090.33

Profit /(Loss) Before Depreciation 923 1059.09

Less- Depreciation 256 258.03

Profit /(Loss) before Taxation 667 801.05

Less- Provision for Tax 213 216.45

Less-/Add Deferred Tax Liability 0.32 12.64

Profit/Loss after Taxation 454.32 571.96

Add- Profit /(Loss) Brought Forward 2903.63 2417.46

Less- Transferred to General Reserve 64.69 85.79

Less- Short Provision for previous year adjusted 23 NIL

Balance Carried to Balance Sheet 3270.22 2903.63

OPERATIONS

During the year the Company achieved a sales turnover of Rs. 10,124/- lacs against Rs. 9149.42/- lacs for the previous year registering a growth of 9.63% and net profit after taxation for the year is Rs. 454.32/- lacs as compared to Rs. 571.96/- lacs for the previous year. There was increase in the turnover but relative decrease in the net profit after tax due to increase in operating expenses.

TRANSFER TO RESERVE

During the year under review the Company transferred Rs. 64.69/- Lacs to the General Reserve.

DIVIDEND

Your Directors wish to retain the earnings for the development of the business and therefore do not recommend any dividend for the year under review.

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS

The current year''s operations are covered in the Management Discussion and Analysis Report. This Management Discussion & Analysis Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section forming part of the Annual Report.

MINIMUM PUBLIC SHAREHOLDING

The Minimum Public Shareholding of the company is not in line with the guidelines issued by SEBI and Stock exchanges. The company is actively pursuing the same and is hopeful of bringing the promoters shareholding to 75% and the Public shareholding to 25% by the end of the next financial year.

DIRECTORS

As per the provisions of the Companies Act and the Articles of association of the company Mrs. Sushila J. Kapadia Director of your company retires by rotation and being eligible offer herself for reappointment.

During the year Shri. Jagdish Kapadia, Chairman and Promoter Director of the Company have passed away on February 13, 2014. Shri. Jagdish Kapadia had played a very effective role in the management of the Company on a day to day basis. The Board noted with the deep regret the sudden and sad demise of Shri Jagdish J. Kapadia and placed on records its gratitude and indebtedness towards the gigantic contribution made by him. The Board also recorded its appreciation towards the guidance offered by Shri Jagdish J. Kapadia during his life time as a member of the Board and as a Chairman of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Only your Managing Director is falling under the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director''s Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

SUBSIDIARY COMPANY

Dudhwala Builders Pvt. Ltd. is the subsidiary of your company. The consolidated Balance Sheet is given along with the Annual Report. The company has not attached the individual accounts of Dudhwala Builders Pvt. Ltd. as exempted under General Circular No. : 2 /2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs. However the same are available for inspection at the registered office for members when desired.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditor''s report are self-explanatory and do not need further comments from directors in this report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Suppliers, Bankers and Employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

CIN: L15203PN1938PLC002879

Regd. Office: BY ORDER OF THE BOARD OF DIRECTORS Ambaghat, Vishalgad,

Taluka – Shahuwadi , Sd/- Dis. Kolhapur SUSHILA KAPADIA Kolhapur – 415101 CHAIRMAN

Place: Mumbai Date: 24th May 2014


Mar 31, 2013

To, The Members Polson Limited

The Directors take pleasure in presenting the 72nd Annual Report, together with the Audited Statement of the company''s accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

A summary of the financial results for the year 2012-13 are given below:

(Ks. n Lacs)

FINANCIAL RESULTS 2012-13 2011-12

Gross Income (Including Non operating income) 9149.42 8141.84

Less Total Expenses excluding depreciation 8090.33 7282.09

Profit/(Loss) Before Depreciation 1059.09 859.75

Less Depreciation 258.03 206.09

Profit /(Loss) before Taxation 801.05 653.66

Less Provision for Tax 216.45 202.43

Less Deferred Tax Liability 12.64 9.43

Profit/Loss after Taxation 571.96 441.80

Add Profit /(Loss) Brought Forward 2417.46 2041.89

Less Transferred to General Reserve 85.79 66.27

Less Deferred Tax Asset of previous year adjusted NIL NIL

Balance Carried to Balance Sheet 2903.63 2417.42



OPERATIONS

During the year the Company achieved a sales turnover of Rs 9149.42 Lacs against Rs 8141.84 for the previous year registering a growth of 12% and net profit after taxation for the year is Rs 571.96 Lacs as compared to Rs441.80 Lacs for the previous year.

TRANSFER TO RESERVE

During the year under review the Company transferred Rs 85.79 Lacs (Previous Year Rs. 66.27 Lacs) to the General Reserve.

DIVIDEND

Your Directors wish to retain the earnings for the development of the business and therefore do not recommend any dividend for the year under review.

MINIMUM PUBLIC SHAREHOLDING

The Minimum Public Shareholding of the company is not in line with the guidelines issued by SEBI and Stock Exchanges. The company is actively pursuing the same and is hopeful of bringing the promoters shareholding to 75% and the Public shareholding to 25% by the end of the next financial year.

DIRECTORS

With a view to broad base the Board your company has appointed three independent Directors in their Board Meeting held on 21" June 2013 as Additional Directors. The names are Mr Pradip N.Pai, Mr. SudhirH. Nevatiaand MrNakul B. Patel. Their term comes to an end at the ensuing Annual General Meeting and being eligible they offer themselves for reappointment and the Board recommends their reappointment. The company has received the required notices along with the security deposits from the members proposing their candidature as Directors of the Company. The details of the Directors as required to be given are part of the notice issued.

As per the provisions of the Companies Act and the Articles of Association of the company Mr. Amol J. Kapadia Director of your company retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair vie w of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Only your Managing Director is falling under the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director''s Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

SUBSIDIARY COMPANY

Dudhwala Builders Pvt Ltd. is the subsidiary of your company. The consolidated Balance Sheet is given along with the Annual Report. The company has not attached the individual accounts of Dudhwala Builders Pvt. Ltd. as exempted under General Circular No.: 2/2011 dated 8* February 2011 issued by the Ministry of Corporate Affairs. However the same are available for inspection at the registered office for members when desired.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditor''s report are self-explanatory and do not need further comments from directors in this report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Suppliers, Bankers and Employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.



Regd Office: BY ORDER OF THE BOARD OF DIRECTORS

Ambaghat, Vishalgad,

Taluka - Shahuwadi, Sd/-

Dis. Kolhapur JAGDISH KAPADIA

Kolhapur-415101 CHAIRMAN



Place: Mumbai

Date: 21st June 2013


Mar 31, 2011

To The Members of Poison Limited

The directors take pleasure in presenting the 70th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2011.

FINANCIAL RESULTS

Rs In Lacs

FINANCIAL RESULTS: 2010-11 2009-10

Gross Income 7672.48 6082.57

Less Total Expenses 6569.72 5250.76

Profit/doss) Before Depreciation 1102.76 83181

Less: Depreciation 144.57 100.27

Profit loss) Before Taxation 958.19 73.54

Less: Provision for Tax 265.75 245.51

Add : Deferred Tax Asset 3.86 0.74

Profit (Loss) After Taxation - 688.58 486.76

Add: Profit loss) Brought Forward 1527.79 1114.04

Less: Transferred to General reserve 103.29 73.02

Balance Carried to Balance sheet 2097.591 1527.78

OPERATIONS

During the year the Company has achieved a turn over of Rs.7672.48 lacs against Rs.6082.57 lacs for the previous year and net profit after taxation for the year is Rs.688.58 lacs against Rs.486.76214.22 lacs for the previous year.

TRANSFER TO RESERVE:

During the year under review, Company has transferred Rs.1,03,28,671/- to the General Reserve.

DIVIDEND

Your directors wish to retain the earnings for the development in the business and therefore do not recommend any dividend for the year under review.

PU8UC DEPOSITS

Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act 1956 during the year under review.

DISCLOSURE UNPER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:

The Particulars required under Section 217 (l)(*)of the Companies Act, 1956 read with the Companies (Disclosure-of particulars in the report of the Board of Directors) Rules,1988 in Annexure-l to this Directors report

PARTICULARS OF EMPLOYEES:

Only Managing Director is falling in the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Director's Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai hold office until the conclusion of forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION: .

Observations in the auditors report are self-explanatory and do not need further comments from directors in this report.

DIRECTORS

Mrs..Sushila J Kapadia retires by rotation and being eligible. offer herself/or reappointment.

During the year 2010-11, the Company has acquired majority Shares and Debentures of Ms. Dudhwala Builders P ltd which has become Subsidiary Company of Poison Limited. *

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from Its Customers, Supplier and employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

Regd Office: By order of the Board of Directors

Ambaghat vishalgad Sd/.

Dis. Kolhapur Jagdish Kapadia

Kolhapur- 415101 Chairman

Place: Mumbai

Date : 30th August 2011


Mar 31, 2010

The directors take pleasure in presenting the 69th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. In Lacs

FINANCIAL RESULTS: 2009-10 2008-2009

Gross Income 6082.57 4334.66

Less: Total Expenses 5250.76 3906.25

Profit/(Loss) Before Depreciation 831.81 428.41

Less: Depreciation 100.27 98.94

Profit/(Loss) Before Taxation 731.54 329.47

Less: Provision for Tax 245.51 120.96

Add : Deferred Tax Asset 0.74 5.72

Profit/(Loss) After Taxation; 486.76 214.22

Add: Profit/(Loss) Brought Forward 1114.04 931.94

Less: Transferred to General reserve 73.02 32.13

Balance Carried to Balance sheet 1527.78 1114.04

OPERATIONS

During the year the Company has achieved a turn over of Rs. 6082.57 lacs against Rs. 4334.66 lacs for the previous year and net profit for the year is Rs.486.76 lacs against Rs.214.22 lacs for the previous year.

TRANSFER TO RESERVE:

During the year under review, Company has transferred Rs. 7301516.00 to the General Reserves.

DIVIDEND

Your directors wishes to retain the earnings for the development in the business and therefore do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

DISCLOSURE UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT. 1956:

The Particulars 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 in Annexure-I to this Directors report.

PARTICULARS OF EMPLOYEES:

Only Managing Director is falling in the category of employees of the Company drawing remuneration as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules, 1975. As per provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all shareholders of the Company excluding the Statement of particulars of employees. Any shareholder interested in obtaining a copy of the Statement may write to the Company.

AUDITORS:

M/s. A. S. Madon & Company, Chartered Accountants, Mumbai. hold office until the conclusion of forthcoming Annual General Meeting and have.confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

AUDITORS OBSERVATION:

Observations in the auditors report are self-explanatory and do not need further comments from directors in this report.

DIRECTORS

Mr Amol Kapadia retires by rotation and being eligible, offer himself for reappointment. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its Customers, Supplier and employees of the Company. The Directors are also thankful to the shareholders for their unstinted support of the Company.

Regd Office : By order of the Board of Directors

Ambaghat, Vishalgad,

Taluka - Shahuwadi, Sd/-

Dis. Kolhapur Jagdish Kapadia

Kolhapur - 416001 Chairman

Place: Mumbai

Date : 30th August 2010

 
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