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

Directors Report of Polychem Ltd.

Mar 31, 2015

The Members of POLYCHEM LIMITED

The Directors' present the Fifty Eighth Annual Report and Statement of Accounts for the year ended 31st March, 2015.

01-04-14 to 01-04-13 to 31-03-15 31-03-14 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 1,734.01 1,653.16

Profit before Depreciation & Tax 177.58 159.49

Depreciation 30.46 14.22

Profit after depreciation 147.12 145.27

Prior period items 0.11 3.53

Profit before Tax 147.23 148.80

Current tax 55.00 -- Deferred tax (2.10) 0.54

Excess Provision of tax in respect of earlier years — 4.68

Profit after tax 94.33 143.57

Less: Appropriations

Proposed dividend on equity shares (10.10) --

Tax on dividend (2.06) --

Balance carried forward 82.17 --

1. DIVIDEND:

For the year under review, the Directors have recommended a Dividend of Rs. 2.50 per share of Rs 10/- each i.e. 25% (Rs. nil per share for the previous year) on the Equity shares of the Company aggregating to Rs. 1,215,747/- (including Dividend Tax). The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

2. STATE OF COMPANY'S AFFAIRS:

During the year ended 31st March, 2015 your Company has made profit after tax of Rs. 94.33 lacs against profit of Rs. 143.57 lacs after tax in previous year. The sales of Specialty Chemicals during the year ended was Rs. 1,734.01 lacs compared to Rs. 1,653.16 lacs during the previous year and for property development Rs. Nil during the current and previous year.

3. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. More details on the committee are given in Corporate Governance Report.

4. VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Board has establish a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the Company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the Company http://www.polychemltd.com/download/Whistle%20Blower%20Policy_14.pdf.

There were no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2014-15.

5. NOMINATION AND REMUNERATION COMMITTEE:

The Board has re-constituted its committee which comprises of 3 members, More details on the committee are given in Corporate Governance Report

6. DIRECTORS' RESPONSIBILITY:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

e. The directors have laid down internal financial controls to be followed by the Company.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

7. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31st March, 2012.

8. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

9. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

10. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

11. DIRECTORS:

Mr. P. T. Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment.

Mr. D. J. Vyas, Director of the Company has resigned with effect from 31st March, 2015. The Board do appreciate his contribution during his tenure and association with the Company.

The Board has appointed Ms. N. S. Mehendale and Mr. Y. S. Mathur as Additional Directors of the Company with effect from 25th March, 2015 and 31st March, 2015 respectively, in terms of provisions of the Companies Act, 2013. Your approval is sought for their appointment as detailed in the Notice convening the meeting. It is also proposed to appoint them as Independent Directors.

12. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the year 2014-15, four Board Meetings were held on the following dates:

(a) 29th May, 2014, (b) 5th August, 2014, (c) 11th November, 2014 and (d) 5th February, 2015

13. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declaration from each Independent Director that he/she meets the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

14. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.

15. COMPANY'S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company. http://www.polychemltd. com/download/Criteria%20for%20Appointment%20&%20Evaluation%20of%20Board %20of%20Directors_14.pdf

16. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.

The Company has granted loan of Rs.446 lacs to Gujarat Poly-AVX Electronics Ltd. at the rate of interest of 13% p.a. There are no contracts or arrangements under sub-section (1) of Section 188.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its Related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. The policy is uploaded and can be viewed on the Company's website http://www.polychemltd.com/ download/Related%20Party%20Transaction%20Policy_14.pdf

17. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor or by Secretarial Auditor in their respective reports.

(b) There are no material changes and commitments 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.

(c) There were no cases filled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(d) Extract of the Annual Report is provided in sub-section 3 of section 92, which is given in Annexure II forming part of this report.

18. MANAGERIAL REMUNERATION :

i. The ratio of remuneration of Mr. P T Kilachand, Managing Director and Mr. A H. Mehta, Dy. Managing Director with the median remuneration of the employees of the Company is 7.30 and 4.57 respectively.

ii. Increase in remuneration of Mr. A.H. Mehta, Dy. Managing Director is 11.70% and in Mrs. K.V. Panchasara, Chief Financial officer is 11.76%

iii. There is an increase of 2.76% in the median remuneration of employees in the financial year.

iv. There are 23 permanent employees in the Company.

v. There is an increase of 4.89% in Company's Performance for the year considering the revenue from the operations and the average increase in the remuneration of the Company is 44.56% for the year. The increase in the remuneration was on account of the reasons as under:

1) The Managing Director of the Company Mr. P. T. Kilachand drew remuneration of Rs.20.31 lakhs for the year 2014-15, however he did not draw any remuneration for the year 2013-14.

2) The number of employees for the year 2014-15 were 23 as against 19 for the year 2013-14.

vi. During the financial year 2014-15, remuneration to Key Managerial Personnel is Rs. 4,337,327/- as against the Company's performance is Rs 173,400,539/- remuneration to performance ratio comes to 2.5%.

vii. There is an increase in Market Capitalisation and Price earning ratio of the Company. Market capitalisation for current year is Rs 199,759,848/- and for Previous year it was Rs 115,152,825/-. Price earning ratio for current financial year is 21.17 times, whereas for the previous financial year it was 8.02 times.

viii. Average increase in the salaries of employees other than the managerial personnel was 23.05% due to increase in no. of employees during F. Y. 2014-15 and also some of the employees were only for part of the F. Y. 2013-14.

ix. Comparison of remuneration of each KMP against the performance of the Company:

Key Managerial Personnel Remuneration Performance % of remuneration of the Company against the (Rs.) (Rs.) performance of the Company

P T Kilachand 2,031,800/- 173,400,539/- 1.17

A H Mehta 1,526,529/- 173,400,539/- 0.88

K V Panchasara 738,580/- 173,400,539/- 0.42

D V Chauhan 40,418/- 173,400,539/- 0.02

x. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendation of Nomination and Remuneration committee as per Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

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 - NOT APPLICABLE; and

xii. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the Company.

- Average increase in remuneration in point no. v relates to all the employees including managerial remuneration. Whereas increase in remuneration in point no. viii relates to the employees excluding Managerial remuneration.

19. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors' Report.

20. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s.G.M.Kapadia & Co., Chartered Accountants, Mumbai, are eligible for re-appointment.

21. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee had recommended and the Board of Directors had appointed M/s.Ragini Chokshi & Co., Company Secretaries, (Membership No. 2390 & C. P. No. 1436), being eligible and having sought re-appointment, as Secretarial Auditor of the Company to carry out the Secretarial Audit of the Company for the year ending March 2016.

The Secretarial Audit Report for F. Y. 2014-15 is enclosed and marked as Annexure III.

22. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors TANIL KILACHAND Executive Chairman

Registered Office : 7, Jamshedji Tata Road Churchgate Reclamation Mumbai 400 020. Dated : 11th May, 2015.


Mar 31, 2014

Dear Members,

The Directors'' present the Fifty Seventh Annual Report and Statement of Accounts for the year ended 31st March, 2014.

01-04-13 to 01-04-12 to 31-03-14 31-03-13 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 1653.16 929.09

Profit/(Loss) before

Depreciation & Tax 159.49 (31.63)

Depreciation 14.22 11.16

Profit/(Loss) before tax 145.27 (42.79)

Current tax -- -- Deferred tax 0.54 4.31

Profit/(Loss) after tax 144.73 (47.10)

Excess provision of tax

in respect of earlier years 4.68 -- 140.05 (47.10)

Prior period items 3.53 (0.76)

143.57 (47.86)

During the year ended 31st March, 2014 your Company has made profit of Rs. 140.05 lacs against loss of Rs. (47.10) lacs after tax in previous year. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs.1653.16 lacs compared to Rs.929.09 lacs during the previous year and for property development Rs. Nil during the current and previous year.

2. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL) - Associate Company

The sale of GPAEL during the year ended 31st March, 2014 was Rs.1029.01 lacs as against sale of Rs.955.07 lacs during the previous year. GPAEL has made profit of Rs.0.44 lacs during the year ended 31st March, 2014 as compared to loss of Rs.(7.20) lacs during the previous year. After write-off of exceptional items viz., interest, penal interest and other charges etc., there is loss of Rs.(207.99) lacs during the previous year. In the current year there is no such write-off.

3. AuDIT coMMITTEE:

The Audit Committee now consists of 4 members, viz. Mr. V. V. Sahasrabudhe, Mr. T. R. Kilachand, Mr. C. R. Desai and Mr. D. J. Vyas.

4. DIRECTORS'' RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

5. TAXATION:

The Company''s Income Tax assessments have been completed up to the year ended 31st March, 2011.

6. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

7. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

8. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

9. conservation of energy, technology absorption and foreign exchange earnings and outgo etc.:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

10. DIREcTOR:

Mr. T.R.Kilachand retires from Office by rotation, but being eligible, offer himself for re-appointment.

The Board has appointed Mr.P.T.Kilachand as Managing Director of the Company with effect from 1st April, 2014 in terms of provisions of the Companies Act, 2013. Your approval is sought for his appointment and for the remuneration payable to him as detailed in the Notice convening the meeting.

Mr. A.H.Mehta was appointed as an Additional Director with effect from 29th May, 2014. He has also been appointed as Dy.Managing Director with effect from 1st June, 2014. Your approval is sought for his appointment and for the remuneration payable to him as detailed in the Notice convening the meeting.

11. corporate governance:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors'' Report.

12. AUDITORS'' REMARKS:

As regards the remarks in the Auditors'' Report, please refer to the Notes on Accounts which are self explanatory.

13. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s.G.M.Kapadia & Co., Chartered Accountants, Mumbai, are eligible for re-appointment.

14. COST AUDITOR:

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circular No.15/2011 dated 11th April, 2011 (as amended vide General Circular No.36/2012 dated 6th November, 2012), the Audit Committee has recommended and the Board of Directors had appointed Mr. Ajit N. Patel of M/s. Ajit Patel & Co., Cost Accountants, Mumbai (Membership No.A1233), being eligible and having sought re-appointment, as Cost Auditor of the Company to carry out the cost audit of the product manufactured by the Company for the year ending March 2015.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors TANIL KILAcHAND Executive Chairman

Registered Office :

7, Jamshedji Tata Road, Churchgate Reclamation, Mumbai 400 020. Dated: 29th May, 2014.


Mar 31, 2012

To The Members of POLYCHEM LIMITED

The Directors' present the Fifty Fifth Annual Report and Statement of Accounts for the year ended 31st March, 2012.

01-04-11 to 01-04-10 to 31-03-12 31-03-11 (Rs.in lacs) (Rs.in lacs)

FINANCIAL RESULTS

Sales 757.97 522.70 Profit/(Loss) before

Depreciation & Tax (22.93) (30.08)

Depreciation 12.01 9.01

Profit/(Loss) before tax (34.94) (39.09)

Current tax -- (7.50)

Deferred tax 2.32 (1.92)

Profit/(Loss) after tax (32.62) (48.51)

Excess provision of tax

in respect of earlier years 5.12 43.06

(27.50) (5.45)

Prior period items 1.25 (2.78)

(26.25) (8.23)

During the year ended 31st March, 2012 your Company has made loss of Rs.(32.62) lacs against loss of Rs.(48.51) lacs after tax in previous year. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs.751.10 lacs compared to Rs.522.70 lacs during the previous year and for property development Rs.6.87 lacs, compared to Rs.Nil during the previous year.

2. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL) - Associate Company

The sale of GPAEL during the year ended 31st March, 2012 was Rs. 834.34 lacs as against sale of Rs.922.53 lacs during the previous year. GPAEL has made profit of Rs.48.36 lacs during the year ended 31st March, 2012 as compared to profit of Rs.54.91 lacs. After write off of exceptional items viz., interest, penal interest and other charges etc., there is loss of Rs.(75.04) lacs.

3. AUDIT COMMITTEE:

The Audit Committee now consists of 4 members, viz. Mr.V.V.Sahasrabudhe, Mr.T.R.Kilachand, Mr.Chetan Desai and Mr. Devang Vyas.

4. DIRECTORS' RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the year ended 31st March, 2012.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

5. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31st March, 2009.

6. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

7. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

8. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

10. DIRECTORS:

a) Mr. Devang Vyas and Mr.Chetan Desai retire from Office by rotation, but being eligible, offer themselves for re-appointment.

b) The Board has changed the designation of Mr. T. R. Kilachand from "Chairman & Managing Director" to "Executive Chairman", and Mr.P.T.Kilachand from "Whole-time Director" to "Managing Director", of the Company with effect from 27th July, 2012, in terms of the provisions of the Companies Act, 1956. Your approval is sought for their change in designation as detailed in the Notice convening the meeting. It may be noted that they are not drawing any remuneration with effect from 1st June, 1997.

c) Mr. Nandish T. Kilachand has been appointed as an Additional Director of the Company with effect from 27th July, 2012.

11. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Director's Report.

12. AUDITORS' REMARKS:

Company is in the process of setting up In-house Internal Audit Department. As regards the other remarks in the Auditors' Report, please refer to the Notes on Accounts which are self explanatory.

13. AUDITORS:

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai are eligible for re-appointment.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors

TANIL KILACHAND

Executive Chairman

Registered Office :

7, Jamshedji Tata Road

Churchgate Reclamation

Mumbai 400 020.

Dated : 27th July, 2012.


Mar 31, 2010

The Directors present the Fifty Third Annual Report and Statement of Accounts for the year ended 31st March, 2010.

01.04.09 to 01.04.08 to

31.03.10 31.03.09

Rs. in lacs Rs. in lacs

FINANCIAL RESULTS

Sales 414.00 415.42

Profit/(Loss) before Depreciation & Tax 121.58 (7.41)

Depreciation 8.81 10.28

Profit/(Loss) before tax 112.77 (17.69)

Current tax - 1.85

Deferred tax 11.56 -

Profit (Loss) after tax 124.33 (19.54)

Excess provision of tax

in respect of earlier years (13.33) 300.98

111.00 281.44

Balance brought forward (2256.38) (2532.04)

Prior period items (0.94) (5.78)

(2146.32) (2256.38)

General Reserve deducted per contra 2069.93 2069.93

Amount available for Appropriation (76.39) (186.45)

During the year ended 31st March 2010 your Company has made profit of Rs. 124.33 lacs against loss of Rs. (19.54) lacs after tax. The Company cannot recommend dividend due to accumulated losses of the Company.

1. Sales of specialty chemicals during the year ended was Rs. 414.00 lacs compared to Rs.415.42 lacs during the previous year.

2. SALE OF POLYVINYL ALCOHOL (PVA) LAND, BUILDING AND PLANT & MACHINERY

During the year Company has sold land and building of PVA Unit at village Nimbut, Taluka Baramati. After the end of the year, Company has also sold the plant and machinery of PVA Unit.

3. GUJARAT POLY-AVX ELECTRONICS LIMITED (GPAEL)

The sale of GPAEL during the year ended 31st March, 2010 was Rs. 757.49 lacs as against sale of Rs.681.64 lacs during the previous year. GPAEL has made profit of Rs. 2841.47 lacs after write back of exceptional items viz., remission of past interest on term loans during the year ended 31st March, 2010 as compared to loss of Rs.40.62 lacs in the previous year.

4. AUDIT COMMITTEE:

Chairman of the Audit Committee, Mr. H.C. Shah has expired during the year. Mr. Chetan Desai and Mr. Devang Vyas have been appointed as members of the Audit Committee with effect from 491 August, 2010.

The Audit Committee now consists of 4 members, viz. Mr. V.V.Sahasrabudhe, Mr. T.R.Kilachand, Mr.Chetan Desai and Mr. Devang Vyas.

5. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

6. TAXATION:

The Companys Income Tax assessments have been completed up to the year ended 31s1 March, 2007.

7. DEPOSITS:

Company has repaid all deposits and there are no outstanding deposits.

8. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

9. PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

11. DIRECTORS:

a) Mr. P.T.Kilachand retires from Office by rotation, but being eligible, offers himself for re-appointment;

b) Mr. Hiralal C.Shah died on 21st September, 2009 at the age of 80 years at Mumbai. The Board of Directors, express their profound sorrow at the said demise of Mr. H.C.Shah.

Mr. H. C. Shah joined as a Director of the Company from 3rd September, 1975. He has rendered invaluable services as a member of the Board and to the Company. He was the Chairman of the Shareholders/Investors Grievance Committee and Audit Committee of the Company. In him the Company has lost an eminent and able Director. The Board places on record its deepest sense of sorrow and conveys to the members of the Shah family, their sincere and heartfelt condolence in their bereavement.

c) The Board has appointed Mr.T.R.Kilachand as Managing Director and Mr.P.T.Kilachand as Whole-time Director of the Company with effect from 1st July, 2010 for a period of 5 years, in terms of the provisions of the Companies Act, 1956. Your approval is sought for their appointment and for the remuneration payable to them as detailed in the Notice convening the meeting. It may be noted that they are not drawing any remuneration with effect from 1st June, 1997.

d) Mr. Devang Vyas and Mr. Chetan Desai have been appointed as Additional Directors of the Company with effect from 4th August, 2010.

12. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors Report.

13. AUDITORS REMARKS

As regards the remarks in the Auditors Report, please refer to the Notes on Accounts which are self explanatory.

14. AUDITORS

You are requested to appoint Auditors for the current year. The retiring Auditors, M/s. G.M.Kapadia & Co., Chartered Accountants, Mumbai are eligible for re-appointment.

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors

TANIL KILACHAND

Chairman & Managing Director

Registered Office :

7, Jamshedji Tata Road

Churchgate Reclamation

Mumbai 400 020.

Dated : 12th August, 2010.

 
Subscribe now to get personal finance updates in your inbox!