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Directors Report of Pudumjee Industries Ltd.

Mar 31, 2014

The Directors present the Forty Ninth Annual report on the working of the Company for the year ended 31st March, 2014, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2013-2014 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 1,057.24 813.40

Adjusting therefrom interest of 682.22 560.47

And Depreciation of 173.99 166.72

The net profit/(Loss) comes to 201.03 86.21

Adding thereto income for earlier year of _ 0.58

The balance of profit brought forward from last year of 1,125.98 1,055.19

The total comes to 1,327.01 1,141.98

Adjusting against this amount the following namely:

Provision for current Taxation of 63.00 16.00

Provision for deferred tax expense/ (saving) of 68.00 - Totalling to 131.00 16.00

There remains a balance of 1,196.01 1,125.98

Which the Directors propose to carry forward to next year''s accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:-

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

ii. 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 on 31st March, 2014 and of the profit of the company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and;

iv. the directors had prepared the annual accounts on a going concern basis.

OPERATIONS

The Company has achieved good performance for the year under review, improving upon the profitability despite prevailing recessionary and highly competitive conditions. This has been possible through continuous efforts in cost optimization and improved realization. The Management is conscious of the fact that this improvement needs to be sustained over the coming years through continued efforts towards higher value product mix and better capacity utilization.

The Company has made exit from the Partnership which was engaged in the Real Estate business at Tirupur so as to avoid possibility of losses which may have to be suffered in future in view of the ongoing litigation for tax demands. The accounts recognize a loss of about Rs.111 lacs suffered in this regard.

Pudumjee Hygiene Products Limited, the Company''s wholly-owned subsidiary whilst continuing to concentrate on institutional business, has been able to improve its gross margins, which gains have been offset by the increased fixed and financing costs. The Company is identifying new market segments to reposition some of its products with the objective of increasing the volumes to improve upon the net margins.

Pudumjee Holdings Limited, the Company''s wholly owned subsidiary which was incorporated about two years back for the purpose of engaging in activities relating to investment and finance is yet to undertake any significant activity.

The labour relations in the Company continue to remain cordial.

DIRECTORS

Mr. Shyam M. Jatia who was Chairman and Managing Director of the Company has resigned from the Board with effect from 31st August, 2013. Mr. Jatia was appointed in 1980 as director and subsequently be became Chairman and Managing Director of the Company. The management recognizes the services rendered by him during his tenure.

Mr. G. N. Jajodia will retire by rotation and being eligible, offers himself for re-appointment. Mr. G. N. Jajodia, who was non executive Director was appointed by the board as Executive Director with effect from 1st September, 2013.

Ordinary Resolution has been proposed for his appointment as Executive Director for a period of five years and payment of remuneration to him.

Messrs R. C. Saraf, A. K. Somany, R. P. Shroff, Vinod Kumar Jatia and A. S. Dayal are independent directors under Companies Act, 2013 and therefore are not liable for retirement by rotation, Mrs. Poonam Jatia, who is a promoter, has been appointed as an Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 she will hold the office upto the date of ensuing Annual General Meeting. A Resolution has been proposed for her appointment.

Mr. Vinod Kuamr Jatia has been appointed as an Independent Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 he will cease to hold the office on the date of ensuing Annual General Meeting. A Resolution has been proposed for his appointment as an Independent director who will not be liable to retire by rotation. The Directors commend the resolution for your approval.

Mr. Viond Kumar Jatia was appointed as Chairman of the Board with effect from 23rd October, 2013

These resolutions are commended for your approval.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the 51st Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure ''A''.

During the year under review no employee had drawn in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure ''B''.

On behalf of the Board of Directors,

Place : Mumbai VINOD KUMAR JATIA Dated : 17th May, 2014 Chairman


Mar 31, 2013

The Directors present the Forty Eighth Annual report on the working of the Company for the year ended 31st March, 2013, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2012-2013 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 813.40 521.48

Adjusting therefrom interest of 560.47 377.79

And Depreciation of 166.72 166.57

The net profit/(Loss) comes to 86.21 (22.88)

Adding thereto income for earlier year of 0.58 7.55

The balance of profit brought forward from last year of 1,055.19 1,070.02

The total comes to 1,141.98 1,054.69

Adjusting against this amount the following namely:

Provision for current Taxation of 16.00 0.50

Provision for deferred tax expense/(saving) of (1.00)

Totalling to 16.00 (0.50)

There remains a balance of 1,125.98 1,055.19

Which the Directors propose to carry forward to next year''s accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:- i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. 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 a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2013 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

The Company was able to achieve better margins on its products during the year despite the ongoing slow down and recessionary conditions in the Country. The Management continues to concentrate its efforts to improve these margins further by higher capacity utilization and cost reduction wherever possible.

With regard to Company''s Real Estate business in Partnership, the inventory is expected to be liquidated in normal course.

Pudumjee Hygiene Products Limited, the Company''s wholly-owned subsidiary has been reducing its exposure to retail market segment and instead is concentrating on institutional business to improve the margins which are currently under pressure. It is also attempting to indigenize certain products by having them locally manufactured, to improve the margins further.

Pudumjee Holdings Limited, the Company''s wholly owned subsidiary incorporated last year would be engaged in the activities relating to investment and finance, in due course.

The labour relations in the Company continue to remain cordial.

DIRECTORS

Messrs A. S. Dayal and R. P. Shroff will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure ''A''.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure ''B''.

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA

Dated :23rd May, 2013 Chairman


Mar 31, 2012

The Directors present the Forty Seventh Annual report on the working of the Company for the year ended 31st March, 2012, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2011-2012 Previous Year Rs In Lacs Rs In Lacs

Gross profit before interest and depreciation 521.48 298.37

Adjusting there from interest of 377.79 393.87

And Depreciation of 166.57 166.31

The net profit/(Loss) comes to (22.88) (261.81)

Adding thereto income for earlier years of 7.55 _

The balance of profit brought forward from last year of 1,070.02 1,226.33

The total comes to 1,054.69 964.52

Adjusting against this amount the following namely:

Provision for Taxation of 0.50 0.50

Provision for deferred tax expense/ (saving) of (1-00) (106.00)

Totaling to (0.50) (105.50)

There remains a balance of 1,055.19 1,070.02

Which the Directors propose to carry forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. 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 a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2012 and of the loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

During the year under review the Company's operations were satisfactory and through concerted efforts it was possible to contain the losses suffered in the last year by judiciously changing the product mix. The costs were contained despite rising trend therein. The steep depreciation of Rupee has put higher pressures on the margins and the Management would concentrate its efforts to contain its impact to the maximum possible extent by suitably updating the product mix, wherever possible.

With regard to Company's Real Estate business in Partnership, Villas are under construction and inventory is expected to be liquidated soon in the normal course.

The wholly-owned subsidiary of the Company; namely; Pudumjee Hygiene Products Limited's margins remained under pressure during the year, due to contracted selling prices for the institutional business and exposure to fluctuating prices of purchased tissue paper jumbo rolls. A third party converting facility in Rajasthan has also been set up which is now operating and is expected to help in reducing cos.

Pudumjee Holding Limited, a Company which was recently incorporated have also became a wholly owned subsidiary of your Company. The Company is expected to engage in the activities relating to investment and finance.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs G. N. Jajodiya and A. K. Somany will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure 'A'.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure "B"

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA

Dated : 29th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors present the Forty Sixth Annual report on the working of the Company for the year ended 31st March, 2011, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2010-2011 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 298.37 679.72

Adjusting therefrom interest of 393.87 300.20

And Depreciation of 166.31 114.07

The net profit/(Loss) comes to (261.81) 265.45

The balance of profit brought forward from last year of 1,226.33 1,092.86

The total comes to 964.52 1,358.31

Adjusting against this amount the following namely:

Provision for Taxation of 0.50 45.00

Provision for deferred tax expense/(saving) of (106.00) 45.00

Divident on Equity Share of – 36.00

Add : Tax on Divident of – 5.98

Totalling to (105.50) 131.98

There remains a balance of 1,070.02 1,226.33 Which the Directors propose to carry forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. 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 a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2011 and of the loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

Whilst the Company could achieve significant growth in its turnover during the year under review, the unabated rise in inflationary trend in general and cost of inputs in particular especially raw material and fuel, coupled with frequent shutdowns of the paper making machine to stabilize its working after rebuild has put enormous pressure on Company's operations resulting in loss for the year. The Management is concentrating its efforts to suitably revise the product mix so as to improve the profitability of the Company.

Prime Developers, a firm in which the Company is a partner for Real Estate business, is in the process of winding up the project by selling the inventory of Apartments and constructing remaining Villas on made to order basis. The project is expected to be wound-up by the end of the next year. The Company's interest bearing investment in the firm has, therefore, come down to Rs. 5 crores as at 31st March 2011 as against Rs.16 crores as at 31st March 2010.

The Wholly-owned subsidiary of the Company, namely; Pudumjee Hygiene Products Limited (PHPL) engaged in the business of marketing and distribution of Hygiene and other products, is a market leader in its segment, which was able to achieve a higher turnover of about Rs. 85 crores during the year under review with a marginal loss of about Rs. 61 lacs. The Brand 'Greenlime' under which it markets its products, is well recognized and received in the market. The efforts are continuing to further enhance its presence.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs R. C. Saraf and A. S. Dayal retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Rushabh P. Shroff was appointed as Additional Director with effect from 5th May, 2011. According to the provisions of Section 260 of the Companies Act, 1956 he will cease to hold office on the day of the ensuing Annual General Meeting. The Directors commend for your approval the proposed ordinary resolution for his appointment.

Mr. S. C. Kedia has resigned from the Directorship of the Company with effect from 3rd May, 2011. The Board wishes to place on record its appreciation of his contribution during his tenure on the Board.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure 'A'.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure 'B'.

On behalf of the Board of Directors,

SHYAM M. JATIA Chairman

Place : Mumbai Dated : 26th May, 2011


Mar 31, 2010

The Directors present the Forty Fifth Annual report on the working of the Company for the year ended 31st March, 2010, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2009-2010 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 679.72 674.57

Adjusting therefrom interest of 300.20 354.56

And Depreciation of 114.07 96.97

The net profit comes to 265.45 223.04

The balance of profit brought forward from last year of 1,092.86 929.82

The total comes to 1,358.31 1,152.86 Adjusting against this amount the following namely:

Provision for Taxation of 45.00 68.00

Provision for deferred tax expense/(saving) of 45.00 (8.00)

Dividend on Equity Shares of 36.00 -

And Tax on Dividend of 5.98 -

Totalling to 131.98 60.00

There remains a balance of 1,226.33 1,092.86

Which the Directors propose to carry forward to next years accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:- i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. 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 a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2010 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

DIVIDEND

The Directors recommend for your consideration the payment of dividend for the year ended 31st March, 2010 at the rate of Re. 0.20 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on 30th August, 2010. The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 20th August, 2010 as per the details furnished by the Depositories for this purpose.

OPERATIONS

During the year under review Company was able to sustain its performance in terms of profitability despite one of the Paper Machines which remained shut for a protracted period of 202 days awaiting replacement of the major component of the machine “Yankee Dryer”. The opportunity was taken to rebuild the machine with the new Yankee Dryer to speed up and increase its production capacity by about 4000 MT per annum The cost of this investment was about Rs.12 crores.

With regard to Companys Real Estate business in Partnership, the efforts continue on sale of ready apartments, which is expected to be achieved by middle of next year. Construction under phase 3 has been conscientiously deferred till the inventory is sold out. The plans for the 3rd phase include construction of Villas on “made to order” basis instead of the apartments so as to fetch premium and better margin.

The wholly-owned subsidiary of the Company namely; Pudumjee Hygiene Products Ltd., which commenced its business in 2005 and engaged in the business of hygiene products has shown better performance. Its products under "Greenlime” brand are well recognized and continue to get a larger recognition, especially in the premium business segment. The subsidiary has achieved, for the first time, a Profit Before Tax of Rs.54.55 lacs over a turnover of Rs.63.50 crores.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs G. N. Jajodiya and A. K. Somany retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure A.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure B.

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA Dated :20th May, 2010 Chairman