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Directors Report of Rajoo Engineers Ltd.

Mar 31, 2013

To, The Members of Rajoo Engineers Ltd.

Manavadar

The Directors are pleased to present their Twenty Sixth Annual Report for the year ended on 31st March, 2013.

Financial Results

Your Company''s performance for the year ended on 31st March, 2013 is summarized as under:

(Rs. in lacs) Particulars For the year ended on For the year ended on 31st March, 2013 31st March, 2012

Sales & other income 9093.23 7895.58

Profit before interest & depreciation 551.21 718.05

Less :

- Depreciation 158.87 158.93

- Interest 138.53 155.79

Net profit before taxation 253.81 403.33

Less :

- Taxation 71.00 105.20

- Wealth Tax 0.43 0.41

- Deferred tax 13.05 18.52

Net profit after taxation 169.33 279.19

Add : Profit & loss account balance brought forward 1306.21 1194.77

Add : Prior Year''s Adjustment 7.90 0.00

Amount available for appropriation 1483.44 1473.96

Proposed Dividend 81.24 102.82

Dividend tax 13.81 16.68

Transfer to General Reserve 16.93 48.25

Balance carried to Balance sheet 1371.46 1306.21

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 5662.16 lacs as against Rs. 3529.65 lacs during previous fiscal. Export sales have decreased to Rs. 3282.85 lacs from Rs. 4131.62 lacs of previous year. The aggregate sales and other income have increased by 15.17% to Rs. 9093.23 lacs from Rs. 7895.58 lacs of previous year 2011-12. The net profit of the Company has decreased to Rs. 169.33 lacs down by 39.35% against previous year. This is mainly due to fluctuation in foreign exchange rates on unexpected import of input/materials. Our major imports are in EURO and US Dollar. However, the management has already started to implement various measures including plan import and cover foreign remittances to reduce costs and improve realization as well as addition of new product line to increase, both the top line and bottom line.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.14 per share (i.e. 14%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Merger

Members are aware that the Company had initiated process of merger of three private limited Companies, Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd. (Transferor Companies) with Rajoo Engineers Ltd (Transferee Company). During the year under Report, the Hon''ble High Court of Gujarat has sanctioned the Scheme of Arrangement vide its Order dated 30th November, 2012. The Orders have already been filed by respective Transferor Company and Transferee Company with the Registrar of Companies, Gujarat, and scheme has now came into effect.

Before merger, all three private limited Companies were manufacturing flat sheet dies, extruders, fabrication structure, multilayer dies, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries. Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. This will also help REL to lower its operational costs such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. This synergy will result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

Allotment Of Shares

Consequent to merger, the Company has made allotment of 2,13,10,000 equity shares Re. 1/- each aggregating to Rs. 2,13,10,000/- to the shareholders of Transferor Companies on 28th May, 2013. Now, the paid up share capital of the Company stands at Rs.5,80,30,750/- divided into 5,80,30,750 equity shares of Re. 1/- each.

Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 the accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Rajesh N. Doshi, Chairman & Managing Director, Mr. Mahasukh Mehta, Independent Director and Mr. Ramesh Shah, Independent Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditor

The Board of Directors pursuant to the Notification No. GSR 430 (E) dated 3rd June, 2011 issued by the Central Government under Section 233B of the Companies Act, 1956 (the Act) have appointed M/s. Shailesh Thaker & Associates as the Cost Auditors of the Company for the financial year ending on March 31, 2013 to carry out a Cost Audit of the cost accounting records maintained by your Company.

Compliance Certificate

Compliance Certificate as per proviso to Sec 383A of the Companies Act, 1956 is obtained from D. Panchamia & Associates, Practising Company Secretary.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your Directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your Directors also wish to place on record their appreciation for the committed and dedicated services of company''s executives, staff and workmen.

Date: 29/05/2013 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot (R. N. DOSHI)

Chairman & Managing Director


Mar 31, 2012

To, The Members of, Rajoo Engineers Ltd. Manavadar

The Directors are pleased to present their Twenty Fifth Annual Report for the year ended on 31st March, 2012,

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2012 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2012 31st March, 2011

Sales & other income 7951.44 7786.81

Profit before interest & depreciation 672.37 817.30

Less :

- Depreciation 159.68 163.07

- Interest 109.36 91.97

Net profit before taxation 403.33 562.25

Less :

- Taxation 105.20 155.27

- Wealth Tax 0.41 0.49

- Deferred tax 18.52 36.92

Net profit after taxation 279.19 369.57

Add : Profit & loss account balance brought forward 1194.77 975.09

Amount available for appropriation 1473.96 1344.66

Proposed Dividend 102.82 102.81

Dividend tax 16.68 17.08

Transfer to General Reserve 48.25 30.00

Balance carried to Balance sheet 1306.21 1194.77

Performance Review:

During the year under Report, your Company has achieved domestic sales of Rs. 3529.65 lacs against Rs. 4419.05 lacs during previous fiscal. However, export sales have increased to Rs. 4131.62 lacs from Rs. 3090.16 lacs of previous year. The aggregate sales and other income have marginally increased to Rs. 7951.44 lacs from Rs. 7786.81 lacs of previous year 2010-11. The net profit of the Company is decreased to Rs. 279.19 lacs down by 24.45% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, reduction in realization due to competitive environment, labour charges and also due to loss from discontinuing operations of Wonderpack Division, Nashik . However, the management has already started to implement various measures to reduce costs as well as addition of new product line to increase profitability.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.28 per share (i.e. 28%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting,

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed the merger application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this report, the matter is pending with the Court.

Members are aware that Rajoo has a successful history of 25 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, after merger, Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. The merger will also result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 the accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Sunil Jain, Mr. Amit R. Shah and Mr. Kishor R. Doshi, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board,

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman

Date: 29/05/2012 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI

Chairman


Mar 31, 2011

The Members,

The Directors are pleased to present their Twenty Fourth Annual Report for the year ended on 31st March, 2011.

Financial Results:

Your Company's performance for the year ended on 31st March, 2011 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2011 31st March, 2010

Sales & other income 7786.81 7424.09

Profit before interest & depreciation 817.30 781.16

Less :

- Depreciation 163.07 117.37

- Interest 91.97 (17.67)

Net profit before taxation 562.25 681.46

Less :

- Taxation 155.27 192.28

- Wealth Tax 0.49 0.63

- Deferred tax 36.92 42.13

- Dividend tax 17.08 16.37

Net profit after taxation 352.49 430.05

Add : Profit & loss account balance brought forward 975.09 671.39

Amount available for appropriation 1327.58 1101.44 Proposed Dividend 102.81 96.35

Transfer to General Reserve 30.00 30.00

Balance carried to Balance sheet 1194.77 975.09

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 4419.05 lacs against Rs.5572.52 lacs during previous fiscal. However, export sales have increased to Rs. 3090.16 lacs from Rs.1765.69 lacs in the previous year. The aggregate sales have marginally increased to Rs. 7786.81 lacs from Rs. 7424.09 lacs of previous year 2009-10. The net profit of the Company is decreased to Rs. 352.49 lacs down by 18% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, business development expenses, and depreciation cost. However, the management has already started to implement various measures to reduce costs to increase profitability.

Dividend

The Board of Directors are pleased to recommend a dividend of Re.0.28 per share (i.e. 28 % ) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Increase In Authorised Share Capital

Members are aware that the present authorised share capital of the Company is Rs. 5 crores and the paid up share capital of the Company is Rs. 3.67 crores. The Company is planning for expansion as well as takeover /acquisition of few businesses/companies. In this connection, the Company will require funds in various forms, including share capital and as such the Board of Directors of the Company thinks that the present authorised share capital of the Company is not sufficient to meet the future requirements of fresh induction of share capital in the Company. Further, Members are aware that the Company has filed petition with the Hon 'ble High Court of Gujarat for merger of Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and

Vishwakarma Fabricators Pvt. Ltd, with the Company, and consequent to the merger, the Company has to issue 2,13,10,000 equity shares of Re. 1/- each to shareholders of transferor companies. Hence, it is proposed to increase the authorised share capital of the Company from Rs. 5,00,00,000 to Rs. 7,00,00,000. Consequently, Clause V of the Memorandum of Association of the Company also required to be altered to give effect of increased share capital.

Members are requested to pass the Resolution as an ordinary resolution. None of the Directors, is interested in this Resolution

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC dtd. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed Company Application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this Report, the matter is pending with the Court.

Members are aware that Rajoo has successful history of more than 24 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take- off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, post-merger, Rajoo will be able to cater all such parts & components indigenously through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, cost of other manufacturing & administrative expenses. The merger will also result in combination of resources of all four Companies such as production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 the accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Ramesh Shah, Mr. Mahasukh Mehta and Mrs Prabhaben Vaja, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman.

Date: 30/05/2011 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI Chairman


Mar 31, 2010

The Directors are pleased to present their Twenty Thired Annual Report for the year ended on 31st March, 2010.

Financial Results

Your Companys performance for the year ended on 31st March, 2010 is summarized as under:



(Rs, in lacs)

Particulars For the year ended on For the year ended on

31st March, 2010 31st March, 2009

Sales & other income 7432.09 4777.51

Profit before interest &

depreciation 781,15 580.86

Less ;

-Depreciation 117.37 80.31

-interest (17.67) 48,11

Net profit before taxation 681.45 482.44

Less :

-Taxation 192.28 168.49

- Wealth Tax 0.63 0.47

- Fringe benefit tax - 6,96

- Deferred tax 42.13 5,53

-Dividend tax 16,37 12,57

Net profit after

taxation 430.05 258.43

Add: Profit & loss account

balance brought forward 671.39 516,91

Amount available for

appropriation 1101,44 775.34

Proposed Dividend 96,35 73,94

Transfer to General Reserve 30,00 30,00

Balance carried to Balance sheet 975.09 671.39



Performance Review

During the year under Report your Company has achieved aggregate Sales to Rs. 7432.09 lac from Rs, 4777,51 lac in the previous year showing 56% rise. Domestic sales has increased to Rs 5576.70 lacs from Rs.2446.43 lacs during previous year showing 228% rise. The net profit of the Company has also increased to Rs, 430.05 lacs showing 66% rise as compared to previous year. Your Company has successfully implemented various cost reduction measures during the year.

Dividend

The Board of Directors are pleased to recommend a dividend of 28% (Rs, 0.28 per equity snare of Rs. 1 /-) on the paid up share capita! of the Company, subject to approval of members In the ensuing Annua! General Meeting,

The total dividend payment amounts to Rs, 112.72 lacs (including Dividend lax of Rs, 16.37 lacs). If approved as stated, the final dividend will be paid to the shareholders whose names appear: -(alas Beneficial Owners as at the close of 10" August 2010, as per the list to be furnished by the Depositories in respect of shares held in the Electronic Form, and |b) as Members in the Register of Members of the Company as on 11 th August, 2010, after giving effect to all valid share transfers in physical form

Boards Responsibility Statement

In pursuance of Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 the accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care 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 frauds and other Irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and authorized dealers and ail other associated with our Company Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr, C N Doshi, Mr. R N Doshi &. Mr, Khimjibhai Aghera, Directors are liable to retire by rotation and being eligible offer themselves for reappointment, Brief Resumes of Directors are attached with Notice of the AGM. Members are requested to reappoint the Directors, The Board of Directors of the Company appointed Mr. Amif R, Shah, as an Additional Director as well as Wholefime Director of the Company with effect from 1st July, 2010, pursuant to section 260 of the Act read with provisions of the Articles oi Association of the Company, Under section 260 of the Company Act, Mr.Amit Shah ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. A notice under section 257 of Act has been received from a Member signifying his intention to propose his appointment as a Director.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings, REL has been adhering to the corporate governance principles & practices since long, Your Company is regularly submitting its Corporate Governance Reports to slock exchanges where shares are listed, A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principies, obtained from M/s M N Man var & Co,, Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s.M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s, M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 8) of the Companies Act, 1956.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. M N Manvar & Co. Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review, Your directors also wish to place on record their appreciation for the committed and dedicated services of companys executives, staff and workman.

Date : 31/05/2010 For and on behalf of the

Board of Directors

Place : Veraval

(Shapar), Rajkot

C. N. DOSHI

Chairman

 
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