Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Accounts for the year ended 31st March 2015.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year under review along
with previous years figures are given hereunder:
Particulars 31/03/2015 31/03/2014
(Rs. In lacs) (Rs. In lacs)
Net Sales /Income from
Business Operations 5,215.56 5,031.21
Other Income 11.16 15.29
Total Income 5,226.72 5,046.50
Gross Profit Before Interest &
Depreciation 370.72 357.39
Less Interest 110.12 86.17
Profit before Depreciation 260.60 271.22
Less Depreciation 120.21 75.80
Profit after depreciation
and Interest 140.39 195.42
Less Current Income Tax 28.56 40.01
Less Previous year adjustment
of Income Tax , 0.00 -40.25
Less Deferred Tax 17.39 23.95
Net Profit after Tax 94.44 171.71
Dividend (including Interim
if any and final) 0.00 0.00
Net Profit after dividend
and Tax 94.44 171.71
Amount transferred to
General Reserve 94.44 171.71
Balance carried to Balance
Sheet 663.51 569.07
Earning per share (Basic) 8.80 16.00
Earning per Share(Diluted) 8.80 16.00
DIVIDEND :
With a view to conserve the liquid resources of the Company, your
Director regret being unable to recommend payment of any Divided to the
Shareholders for the year ended under report.
OPERATIONAL REVIEW:
Your Directors are glad to report that this is the sixth year in
succession when the company has been making profits year after year and
it is hoped that this trend will continue in future year's subject
however to Unforeseen circumstances.
Net sales for the year ended 31st march 2015 amounted to Rs 47.40 Lacs
as against Rs. 45.61 Lacs of the previous year recording a rise of 3.92
%. The Export Sales during the year under report amounted to Rs. 104.34
lacs as against Rs. 20.16 lacs for the previous year.
It is very likely that the increase in export sales will change the
great scenario in the life of the company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure- A and is
attached to this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The discussions and information in this report have been provided with
a view to enable shareholders to analyze the results for the year with
additional information. In certain areas the discussions may cover
strategic decisions and management expectations from the same. Such
forecasts should not be construed as a guarantee of performance and
actual results may differ significantly depending upon the operational
conditions and external environment.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualifications, reservations or adverse remarks made by
the either by the Auditors or by the Practicing Company Secretary in
their respective reports.
DIRECTORS:
Directors Shri Daxesh Patel and Shri Darshkkumar Sheth retire by
rotation and, being eligible, offer themselves for re appointment. The
Directors recommend Shri Daxesh Patel and Shri Darshkkumar Sheth for
re-appointment.
All independent directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year four Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was with in
the period prescribed under the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure B".
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) 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 the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as
"code of business conduct" which forms an Appendix to the Code. The
Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Devesh R Desai, Secretaries in
practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit report is annexed herewith as "Annexure C"
AUDITORS:
M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the
Statutory Auditors, retire at the ensuing Annual General Meeting and
have made themselves available for re-appointment. The Company has
received a letter from Statutory Auditors to the effect that in case
their appointment is made it would be within the specified limit under
Section 224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Compliance Officer in
advance
SHARES:
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
CORPORATE GOVERNANCE:
The report on corporate governance along with the Auditors' Certificate
regarding compliance of the conditions of corporate governance pursuant
to clause 49 of the Listing Agreement is annexed hereto.
INSURANCE:
All the properties of the Company have been adequately and
appropriately insured.
INDUSTRIAL RELATIONS:
Industrial Relations remained cordial at the factory throughout the
year.
CEO/CFO CERTIFICATE:
In terms of the requirements of Clause 49 of the Listing Agreement, the
CEO and CFO have submitted necessary Certificate to the Board at its
Meeting held on 25.08 2015 stating therein the particulars specified
under the said Clause.
ACKNOWLEDGEMENT:
The Board appreciates and is thankful for continued support of
Company's Bankers and its valued Customers, Suppliers and Shareholders.
The Board appreciates the hard work and efforts put in by all Workers,
Staff and Officers of the Company.
For and on behalf of the Board of Directors
Anil Patel
Chairman & Managing Director
VANSETI: 25.08.2015
Mar 31, 2014
DEAR MEMBERS,
The Directors have pleasure in presenting the 26th Annual Report
together with the Audited Accounts for the year ended 31st March 2014.
FINANCIAL HIGHLIGHTS:
(Rs. In Lacs) (Rs. In Lacs)
2013-2014 2012-2013
Total Gross Sales 5046.50 4481.25
Gross Profit before interest and
Depreciation 359.38 369.80
Interest 88.17 96.82
Profit before Depreciation 271.21 272.98
Depreciation 75.80 70.54
Prior period Adjustment (40.25) 202.44
Tax/Deferred Tax 63.96 84.96
Net Profit for the year 171.71 117.48
Adding thereto/deducting there from
Balance brought forward from the
previous year 397.36 279.88
Profit/(Loss) carried to Balance Sheet 569.07 397.36
Your Directors consider the working Results satisfactory.
DIVIDEND:
With a view to conserve the liquid resources of the Company, your
Director regret being unable to recommend payment of any Divided to the
Shareholders for the year ended under report.
BONUS ISSUE:
Your directors recommend an issue of bonus shares in the ratio of Two
Equity Share of Rs. 10/- each for every One existing Equity Share of
Rs. 10/- each of the Company held by the members on a date to be fixed
by the board, by capitalising a part of the Securities Premium
Account/General Reserve. The proposed issue of bonus shares is subject
to the consent of Shareholders at the forthcoming Annual General
Meeting (AGM). The bonus shares shall rank pari passu in all respects
with the existing fully paid up Equity Shares of the Company.
YEAR IN RETROSPECT & FUTURE OUTLOOK:
Your Directors are glad to report that this is the fifth year in
succession when the company has been making profits year after year and
it is hoped that this trend will continue in future year''s subject
however to Unforeseen circumstances.
Net sales for the year ended 31st march 2014 amounted to Rs. 4720.68
Lacs as against Rs. 4032.04 Lacs of the previous year recording a rise
of 17%. Like wise net profit also amounted to Rs. 171.71 Lacs as
against Rs. 117.48 Lacs in previous year. The Export Sales during the
year under report amounted to Rs. 20.16 lacs as against Rs.93.39 lacs
for the previous year.
It is very likely that the increase in export sales will change the
great scenario in the life of the company.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
hereby confirmed that:
a. The annual accounts of the Company for the financial year ended 31st
March 2014, have been prepared on a ''going concern'' basis and in the
preparation of the annual accounts, applicable accounting standards
have been followed along with proper explanation relating to material
departures;
b. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that were reasonable and
prudent so as to give a true and fair view of the state of the affairs
of the Company at the end of the financial year and of the profit of
the Company for the year under review;
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.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company are in receipt of the remuneration
in excess of the limits prescribed in Section 217(2A) of the Companies
Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO:
Particulars regarding the conservation of energy, technology
absorption, Foreign Exchange earnings & outgo as envisaged by 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 are annexed hereto.
CORPORATE GOVERNANCE:
The report on corporate governance along with the Auditors'' Certificate
regarding compliance of the conditions of corporate governance pursuant
to clause 49 of the Listing Agreement is annexed hereto.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The discussions and information in this report have been provided with
a view to enable shareholders to analyze the results for the year with
additional information. In certain areas the discussions may cover
strategic decisions and management expectations from the same. Such
forecasts should not be construed as a guarantee of performance and
actual results may differ significantly depending upon the operational
conditions and external environment.
INSURANCE:
All the properties of the Company have been adequately and
appropriately insured.
INDUSTRIAL RELATIONS:
Industrial Relations remained cordial at the factory throughout the
year.
DIRECTORATE:
In accordance with the Articles of Association of the Company and the
provisions of the Companies Act, 1956, Mrs. Kokila A. Patel & Mr.
Harshad S. Bhatt, retire by rotation and being eligible offer
themselves for re-appointment.
Mr Daxesh B. Patel, Mr. Darshkkumar S. Sheth, Mr. Nilesh N. Patel and
Mr. Manish A. Baxi, Directors of the Company, are being appointed as
Independent Directors for three consecutive years for a term upto March
31, 2017 as per provisions of Section 149 and other applicable
provisions of the Companies Act 2013.
A brief resume and functional expertise of the above Directors as
required under clause 49 of the Listing agreement is given at the end
of the notice convening the Annual General Meeting.
RE-APPOINTMENT OF SHRI ANIL PATEL AS MANAGING DIRECTOR AND SHRI KUNAL
A. PATEL AS A WHOLE-TIME DIRECTOR FOR A PERIOD OF 3 YEARS:
Shri. Anil Patel has re-appointed as a Managing Director and Shri Kunal
A. Patel has re-appointed as a Whole-time Director of the Company,
which was approved by the Board of Directors at their meeting held on
06/08/2014. After taking into consideration various factors such as
hard work put in by Shri Anil Patel and Shri Kunal Patel as Managing
Director and Whole-time Director, their farsightedness, business
acumen, practical wisdom and other qualities of management, the Board
of Directors of the company at their meeting held on 06/08/2014, after
taking into consideration the recommendation of the Audit Committee of
Directors relating to their remuneration had subject to the approval of
the company in General Meeting and subject to Fulfillment of all the
Conditions laid down in the provisions of the Companies Act, 2013 read
with Schedule V. The re-appointment of Shri Anil Patel as a Managing
Director for a period of three years commencing from 01/10/2014 on
remuneration of Rs. 5.00 Lacs p.m. and Shri Kunal A. Patel as a
Whole-time Director for a period of three years commencing from
01/10/2014 on a remuneration of Rs. 2.00 Lacs and on such terms and
conditions more particularly set pot in the explanatory statement
annexed to the Notice of the Annual General Meeting.
CEO/CFO CERTIFICATE:
In terms of the requirements of Clause 49 of the Listing Agreement, the
CEO and CFO have submitted necessary Certificate to the Board at its
Meeting held on 06/08/2014 stating therein the particulars specified
under the said Clause.
COMPLIANCE CERTIFICATE:
As required by the provisions of Section 383A of the Companies Act,
1956, the Company has obtained a Compliance Certificate dated
06/08/2014 from M/s. D. R. Desai & Co., Company Secretary in Whole-time
Practice, Vadodara, to the effect that all the provisions of the said
Act have been complied with. The same is attached herewith as required
by Section 217 of the Companies Act, 1956.
AUDITORS:
M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the
Statutory Auditors, retire at the ensuing Annual General Meeting and
have made themselves available for re-appointment. The Company has
received a letter from Statutory Auditors to the effect that in case
their appointment is made it would be within the specified limit under
Section 224 (1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT:
The Board appreciates and is thankful for continued support of
Company''s Bankers and its valued Customers, Suppliers and Shareholders.
The Board appreciates the hard work and efforts put in by all Workers,
Staff and Officers of the Company.
By Order of the Board of Directors,
VANSETI Anil Patel
6th August, 2014 Chairman & Managing Director
Mar 31, 2011
The Directors have pleasure in presenting the 23rd
Annual Report together with the Audited Accounts for
the year ended 31st March 2011.
1.FINANCIAL HIGHLIGHTS: (Rs. In Lacs)
2010-11 2009-10
Total Gross Soles 2487.73 2043.15
Cross Prof it before 211.60 199.92
interest and Depreciation
Interest 92.63 96.45
Profit before 118.97 98.02
Depreciation
Depreciation 61.11 45.44
Prior period Adjustment 2.30 0.00
Net Profit for the year 55.56 52.03
Adding thereto/ 131.12 79.09
deducting there from
Balance brought forward
from the previous year
Profit it /( Loss) carried to 186.68 131.12
Balance Sheet
Your Directors consider the working Results
Satisfactory
2. DIVIDEND :
with a view to conserve the liquid resources of the Company, your
Director regret being unable to recommend payment of any Divided to the
Shareholders for the year ended under report.
3. YEAR IN RETROSPECT 4 FUTURE OUTLOOK Your Directors are glad to
report that this is the Sixth year in succession when the company has
been making profits year after year and it is hoped that this trend
will continue in future year's subject however to Unforeseen
circumstances.
Sross Total Sales for the year was Rs. 2487.73 lacs as against that of
Rs.2043.15 lacs of the previous year. The Net Profits amounted to Rs.
58.80 lacs as compared to Rs.52.03. lacs of the previous year. The
Export Sales during the year under report amounted to Rs. 414.46 lacs
as against to Rs. 538.83 lacs for the previous year. The company is
thus consolidating its position and it is hoped that the same position
will continue for future years.
It is noteworthy that our products have been well accepted by the
Overseas Customers. It is very likely that the increase in export sales
will change the great Scenario in the life of the company.
4. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement
under Section 217 (2AA) of the Companies Act, 1956, with respect to
Director's Responsibility Statement, it is hereby confirmed that: The
annual accounts of the Company for the financial year ended 31st March
2011, have been prepared on a 'going concern* basis and in the
preparation of the annual accounts, applicable accounting standards
have been followed along with proper explanation relating to material
departures:
Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made there under were
reasonable and prudent so as to give a true and fair view of the
state of the affairs of the Company at the end of the financial year
and of the profit of the Company for the year under review;
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.
5. PUBLIC SHARE HOLDINGS:
The Public share holdings in the equity share Capital of the Company on
31st March 2011, is 52.18% which is much higher than the criteria of
25% laid down recently by SEBI the market regulator.
6. DIRECTORS SHARE HOLDINGS:
The articles of association of the company provided that the directors
need not hold any qualification shares in the Company in terms thereof,
Mr. Nilesh patel, Mr. Darshak Sheth, Mr. Daxesh patel and Mr. Manish
Baxi do not hold any shares in the Company.
The share holdings of the remaining directors are as in
order
Sr Name Of No. of Share %
No . Directors Held
1 Anil B Patel 152918 14.25%
2 Harshad Bhatt 10267 0.96%
3 Kokilaben A Patel 173129 16.14%
4 Kunal A Patel 52180 4.86%
7. PARTICULARS Op EMPLOYEES:
None of the employees of the Company are in receipt of the remuneration
in excess of the limits prescribed in Section 217(2A) of the Companies
Act, 1956.
8. CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS * OUTGO: Particulars regarding
the conservation of energy, technology absorption. Foreign Exchange
earnings & outgo as envisaged by 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 an annexed hereto.
9. CORPORATE GOVERNANCE:
The report on corporate governance along with the Auditors' Certificate
regarding compliance of the conditions of corporate governance pursuant
to clause 49 of the Listing Agreement is annexed hereto.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS: The discussions and
information in this report have been provided with a view to enable
shareholders to analyze the results for the year with additional
information. In certain arts the discussions may cover strategic
decisions and management expectations from the same. Such forecasts
should not be construed as a guarantee of performance and actual
results may differ significantly depending upon the operational
conditions and external environment.
11. INSURANCE:
11 the properties of the Company have been adequately and appropriately
inspired
12. INDU5TRLC RELATIONS:
Industrial Relations remained cordial at the factory throughout the
year.
13. BRECTCRTORAIE:
Smt. Kckila Patel and Mr. Harshad Bhatt retire by rotation and being
eligible offer themselves far re-appointment.
A brief resume and functional expertise of the above Directors as
required under douse 49 of the Listing agreement is given at the end of
the notice convening the Annual General Meeting.
14. CED/CFO CERTIFICATE:
In terms of the requirements of Clause 49 of the Listing Agreement, the
CEO and CFO have submitted necessary Certificate to the Board
15. COMPLIANCE CERTIFICATE:
As required by the provisions of Section 383A of the Companies Act,
1956, the Company has obtained a Comedians Certificate dated
27/07/2011 from AA/s. D. R Desai & Co., Company Secretary in Whole-time
Practice, Vadodara, to the effect that all the previsions of the said
Act have been complied with The same is attached herewith as required
by Section 217 of the Companies Act, 1956.
16. AUDITORS
AA/s. Shah, Mehta & Bakshi, Chartered /Accountants, Vadocbra, the
Statutory Auditors, retire at the ensuing Anural Gerard meeting and
have made themselves available for re-appointment. The Company has
received a letter from Statutory Auditors to the effect that in case
their appointment is made it would be within the specified limit under
Section 224 (IB) of the Companies Act, 1956.
17. ACXNCWLED6EAABMT:
The Board appreciates and is thankful for continued support of
Company's Bankers and its valued Customers, Suppliers and Shareholders.
The Board appreciates the hard work and efforts put in by all Workers,
Staff and Officers of the Company.
For and Oh Behalf of the Board,
VANSETI AnilPatd
27.07.2011 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Accounts for the year ended 31st March 2010.
1. FINANCIAL HIGHLIGHTS: (Rs. In Lacs)
Particulars 2009-10 2008-09
Total Gross Sales 2043.15 2107.33
Gross Profit before
interest and Depreciation 199.92 186.85
Interest 96.45 120.09
Profit before Depreciation 98.02 66.76
Depreciation 45.44 43.88
Prior period Adjustment 0.00 0.00
Net Profit for the year 52.03 22.88
Adding thereto/ deducting
there from Balance brought
forward from the
previous year 79.09 57.08
Profit / ( Loss) carried to
Balance Sheet 131.12 79.09
Your Directors consider the working Results satisfactory
2. DIVIDEND : With a view to conserve the liquid resources of the
Company, your Director regret being unable to recommend payment of any
Divided to the Shareholders for the year ended under report.
3. YEAR IN RETROSPECT A FUTURE OUTLOOK:
Your Directors are glad to report that this is the fifth year in
succession when the company has been making profits year after year and
it is hoped that this trend will continue in future years subject
however to Unforeseen circumstances.
All though Net Sales for the year have gone down by 64.18 Lacs from
Last year 2107.33 Lacs to 2043.15 Lacs , the corresponding Net Profit
has gone up from 22.88 Lacs to 52.03 Lacs recording a rise of about
127%, the company is thus consolidating its position and it is hoped
that the same position will continue for future years.
It is noteworthy that our products have been well accepted by the
Overseas Customers. It is very likely that the increase in export sales
will change the great scenario in the life of the company.
4. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement
under Section 217 (2AA) of the Companies Act, 1956, with respect to
Directors Responsibility Statement, it is hereby confirmed that:
The annual accounts of the Company for the financial year ended 31st
March 2010, have been prepared on annual accounts, applicable
accounting standards have been followed along with proper explanation
relating to material departures; Appropriate accounting policies have
been selected and applied consistently and judgments and estimates made
there under were reasonable and prudent so as to give a true and fair
view of the state of the affairs of the Company at the end of the
financial year and of the profit of the Company for the year under
review.
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.
5. PUBLIC SHARE HOLDINGS:
The Public share holdings in the equity share Capital of the Company on
31st March 2010, is 53.40% which is much higher than the criterion of
25% laid down recently by SEBI the market regulator.
6. DIRECTORS SHARE HOLDINGS:
The articles of association of the company provided that the directors
need not hold any qualification shares in the Company in terms thereof,
Mr. Nilesh patel, Mr. Darshak Sheth, Mr. Daxesh patel and Mr. Manish
Baxi do not hold any shares in the Company.
The share holdings of the remaining directors are as in order
Sr. Name Of No. of %
No. Directors Share Held
1 Anil B Patel 145118 13.51%
2 Harshad Bhatt 10267 0.96%
3 Kokilaben A Patel 170894 15.92%
4 Kunal A Patel 48985 4.56%
7. PARTICULARS OF EMPLOYEES:
None of the employees of the Company are in receipt of the remuneration
in excess of the limits prescribed in Section 217(2A) of the Companies
Act, 1956.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS A OUTGO:
Particulars regarding ,the conservation of energy, technology
absorption. Foreign Exchange earnings A outgo as envisaged by 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 are annexed hereto.
9. INCREASE IN REMUNERATION OF MANAGERIAL PERSONNEL:
In exercise of the power vested in the Remuneration Committee of
Directors to alter or vary the terms of appointment including
Remuneration of Mr. Anil B Patel, the Managing Director and Mr. Kunal A
Patel, the Whole-time Director as per Resolution passed on at the
Annual General Meeting held on 19th September, 2009 without any
reference or approval of the Company in the General Meeting, the said
Committee has increased the Remuneration as:" ÃMr. Anil B Patel, the
Managing Director from Rs.125000/ - per month to 150000/- per month
from 1/07/10 to 31/03/12.Mr. Kunal A Patel, the Whole-time Director
from Rs.25000/- per month to 50000/-per month from 1/07/10 to 30/09/12
for the remainder of the term of office.
10. CORPORATE GOVERNANCE:
The report on corporate governance along with the Auditors Certificate
regarding compliance of the conditions of corporate governance pursuant
to clause 49 of the Listing Agreement is annexed hereto.
11. MANAGEMENT DISCUSSIONS AND ANALYSIS:
The discussions and information in this report have been provided with
a view to enable shareholders to analyze the results for the year with
additional information. In certain areas the discussions may cover
strategic decisions and management expectations from the same. Such
forecasts should not be construed as a guarantee of performance and
actual results may differ significantly depending upon the operational
conditions and external environment.
12. INSURANCE:
All the properties of the Company have been adequately and
appropriately insured.
13. INDUSTRIAL RELATIONS:
Industrial Relations remained cordial at the factory throughout the
year.
14. DIRECTORTORATE:
Mr. Darshak Seth & Mr. Nilesh Patel retire by rotation and being
eligible offer themselves for reappointment.
A brief resume and functional expertise of the above Directors as
required under clause 49 of the Listing agreement is given at the end
of the notice convening the Annual General Meeting.
15. CEO / CFO CERTIFICATE:
In terms of the requirements of Clause 49 of the Listing Agreement, the
CEO and CFO have submitted necessary Certificate to the Board
16. COMPLIANCE CERTIFICATE:
As required by the provisions of Section 383A of the Companies Act,
1956, the Company has obtained a Compliance Certificate dated
27/07/2010 from M/s. D. R. Desai & Co., Company Secretary in Whole-time
Practice, Vadodara, to the effect that all the provisions of the said
Act have been complied with. The same is attached herewith as required
by Section 217 of the Companies Act, 1956.
17. AUDITORS:
M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the
Statutory Auditors, retire at the ensuing Annual General Meeting and
have made themselves available for re-appointment. The Company has
received a letter from Statutory Auditors to the effect that in case
their appointment is made it would be within the specified limit under
Section 224 (IB) of the Companies Act, 1956.
18. ACKNOWLEDGEMENT:
The Board appreciates and is thankful for continued support of
Companys Bankers and its valued Customers, Suppliers and Shareholders.
The Board appreciates the hard work and efforts put in by all Workers,
Staff and Officers of the Company.
For and on behalf of the Board
VANSETI Anil Patel
27.07.2010 Chairman & Managing Director