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

Directors Report of Rishiroop Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2015 are presented below:

(Rs in Lacs)

Particulars 2014-20151 2013-2014

Sales and other income 2931.68 3627.07

Profit before Depreciation, Interest 228.75 324.39 and Tax

Less: Depreciation 43.40 34.12

Interest 8.36 12.42

Profit before Tax 176.99 277.85

Less: Provision for Tax (Including 38.58 77.99 Income Tax, Deferred Tax etc.)

Profit after Tax 138.41 199.86

Add: Balance Brought forward from the 1173.39 1056.75 previous year

Profit available for Appropriation 1311.80 1256.61

Appropriation

Adjustment relating to Fixed Assets 25.67 -

Transfer to General Reserve 10.00 10.00

Proposed Dividend 8 % (Last Year 12%) 41.73 62.59

Dividend Distribution Tax 8.54 10.63

Balance carried forward to Balance Sheet 1225.86 1173.39

REVIEW OF OPERATIONS

Your company''s turnover was Rs 2846.98 Lacs in the year under review as compared to Rs 3553.68 Lacs in the last year. This was due to sluggish demand and reduction in the prices of synthetic rubber due to global trends. The Profit before tax (PBT) for the period under review has decreased from Rs. 277.85 Lacs in previous year to Rs. 176.99 Lacs in the current year. During the year there were no changes in the activities of the company.

During the current year the performance will continue to be affected by the volatility of prices of Synthetic Rubber and stagnant demand for Company''s product.

During the year under review your company has completed the modernization project to replace some of the ageing equipments with modern equipments.

STATUS OF AMALGAMATION OF RISHIROOP RUBBER (INTL.) LTD. WITH THE COMPANY

During the year under review the Scheme of Amalgamation of Rishiroop Rubber (International) Limited (Transferor Company) with the Company was approved by the shareholders at the Court Convened Meeting held on 12th February, 2015. Subsequently the Company has filed the Company Scheme Petition before the Hon''ble High Court of Bombay and the court has passed an oral order on 8th May, 2015 approving the Scheme of Amalgamation. The certified true copy of the final order is yet to be received.

The Company Petition filed by Rishiroop Rubber (International) Limited, the transferor company is pending for final disposal before the Hon''ble High Court of Gujarat.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 30th Annual General Meeting, payment of dividend of 8 % (Re 0.80/- per Share) on the Equity Shares of the face value of Rs. 10/-each for the year ended 31st March 2015.The Dividend paid during the previous year was 12% (Rs 1.20 Per Share).

The Board of Directors of the Company recommend Rs 10,00,000/- ( Rs. Ten Lacs Only )to be transferred to General Reserve.

DIRECTORS

Mr. M K Kapoor, the founder director and chairman of the company resigned from the directorship of the company w.e.f. 26th February, 2015 due to ill health.

He passed away on 19th April, 2015. The Directors note with utmost grief the passing away of Mr. M K Kapoor, who was the Chairman of this Company since inception. He ably guided the destiny of the Company by laying down high standards in business ethics which the Company adhered to throughout his long tenure and the Directors place on record their sincere appreciation for his valuable guidance and contribution to the Company. The Directors affirm that though the void caused by his departure will be difficult to fill, as a mark of true respect and tribute to him, the Directors resolve to continue to follow the high standards of efficiency and integrity in all future business dealings of the company.

The Board of Directors vide their resolution dated 26th March, 2015 appointed Mrs. Vijyatta Jaiswal as an additional director in the category of Non executive Independent Director of the company. Mrs. Jaiswal holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment. Your directors recommend her appointment as a regular Independent Director for a term of five consecutive years. Details of the proposal for appointment of Mrs. Jaiswal are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 30th Annual General Meeting.

In terms of the Articles of Association of the Company Mr. Arvind Mahendra Kapoor, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. The brief resume of Mr. Kapoor has been detailed in the Corporate Governance Report. The directors recommend his reappointment as director of the company.

All the appointments of Directors of the company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

All independent directors have given the 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.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

NO. OF MEETINGS OF THE BOARD

The details of the number of meetings of the board held during the financial year 2014-15 forms part of the Corporate Governance Report.

AUDIT COMMITTEE

The details on the Audit Committee and its meetings during the financial year 2014-15 forms part of the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the company and its future operations

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and of the profit and loss of the Company for the year ended 31st March,2015;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

5) 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.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 73 of the Companies Act, 2013 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants (Registration NO.104345W), were appointed as Statutory Auditors at the last Annual General Meeting till the conclusion of 32nd Annual General Meeting of the company (subject to ratification of the appointment by the members at every AGM held after this AGM). They are eligible to continue as Statutory Auditors for the finanacial year 2015-2016. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 134(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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 are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the company''s interest. Attention of members is drawn to the disclosure of transactions with related parties setout in Note No. 28 of Financial Statements forming part of the Annual Report. All related party transactions are negotiated on an arms length basis and are intended to further the Company''s interest.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The Company has a policy on Related Party Transaction and the same has been displayed on the Company''s website: http://www.puneet.in/reports1/pdfs/53_pdf.pdf

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted the CSR Committee under the Chairmanship of Mr. Arvind Mahendra Kapoor. The other members of the Committee are Mr. Aditya Arvind Kapoor and Mr. Nakul Kumar. A detailed CSR policy has also been framed which is placed on the company''s website. Other details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure B to the Board''s Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 and maximum 12 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of the Stock Exchange. Except for the MD, no other directors are paid remuneration, but are paid only sitting fees. The MD is paid remuneration as approved by the Shareholders but is not paid any sitting fees. MD, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of Managing director to the median employee''s remuneration for the financial year

Median 1:18

b) The percentage increase in remuneration of Managing director, Chief Financial Officer, Company Secretary in the financial year

MD - 02.64% CFO - 12.60% CS - 11.70%

c) The percentage increase in the median remuneration of employees in the financial year

Median 9.20 %

d) The number of permanent employees on the rolls of company

32

e) The explanation on the relationship between average increase in remuneration and company performance The Company''s PAT has reduced from Rs 199.86 Lacs to Rs 138.41 Lacs, decrease of 31 % against which the average increase in remuneration is 10 %;comparison of one against the other is not feasible.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: Remuneration of KMP as % of PAT for 2014-15 is 40%. The Company''s PAT decreased by 31% during the year

g) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Date Issued Capital Closing Market EPS (Shares) Price per Share

31.03.2014 5,21,58,000 Rs. 24.20 3.83

31.03.2015 5,21,58,000 Rs. 27.95 2.65

increase / nil Rs. 3.75 (1.18) (Decrease)

% of Increase/ nil 15.50 (31.00) (Decrease)

issue Price of the share at the last N.A. Rs. 10/- N.A. Public Offer (IPO)

Increase in market price as on 31.03. N.A. Rs. 17.95 N.A. 2015 as compared to issue price of IPO

Increase in % N.A. 180% N.A.





Date PE Ratio Market Capitalization

31.03.2014 6.32 Rs. 12,62,22,360

31.03.2015 10.55 Rs. 14,57,81,610

increase/(Decrease) 4.23 Rs. 1,95,59,250

% of Increase/ 66.93 15.50 (Decrease)

issue Price of the share at the last N.A. N.A. Public Offer (IPO)

Increase in market price as on 31.03.2015 N.A. N.A. as compared to issue price of IPO

Increase in % N.A. N.A.

h) Average percentile increase Average increase in remuneration already made in the salaries of of all employees the excluding employees other than managerial KMP - 13% Average increase in personnel in the last financial the remuneration of KMP''s - 6% year and its comparison with the Justification: KMP salary percentile increase in the increases are decided based on managerial remuneration and the Company''s performance, justification thereof and any individual performance,inflation exceptional circumstances for prevailing industry trends and increase in the managerial benchmarks, Remuneration:

i) comparison of the each Each KMP is granted salary based remuneration of the key managerial on his qualification,experience, personnel against the performance nature of job,industry benchmark of the company earlier salary and many other factorscomparison of one against the other is not feasible. j) The key parameters for any Except for the Managing Director variable component of remuneration Mr. Aditya Arvind Kapoor no availed by the directors: directors have been paid any remuneration as only Sitting Fees are paid to them k) The ratio of the remuneration of the highest paid director to that of Not Applicable the employees who are not directors but receive remuneration in excess of the highest paid director during the year

l) If remuneration is as per the Yes remuneration policy of the company

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-iD auditcommittee@puneet.in. The Whistle Blower Policy covering all employees and directors is hosted on the Company''s website at http://www.puneet. in/reports1 /pdfs/54_pdf.pdf

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013.

For the year ended 31st March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Company''s operation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year:

* No. of complaints received: Nil

* No. of complaints disposed off: Nil EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of 31st March, 2015 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure C.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback forms for evaluation of the Board, Independent Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent directors and management, considered/evaluated the Board''s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVILABLE AT THE FOLLOWING LINK:

The Familiarization Programme for Independent Directors is hosted on the Company''s website at http://www. puneet.in/reports1/pdfs/56_pdf.pdf.

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr Dinesh Kumar Deora, Practicing Company Secretaries (COP 4119) as the Secretarial Auditor for financial year 2014-2015 whose report of 30th May, 2015 is attached separately to this report as Annexure D.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.



For & on behalf of the Board of Directors



Place: Mumbai ARVIND MAHENDRA KAPOOR Dated: 30th May, 2015 CHAIRMAN


Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty-Ninth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2014 are presented below:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales and other income 3627.07 4448.69

Profit before Depreciation, Interest and Tax 324.39 395.41

Less: Depreciation 34.12 33.75

Interest 12.42 16.59

Profit before Tax 277.85 345.07

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 77.99 119.52

Profit after Tax 199.86 225.55

Add: Balance Brought forward from the previous year 1056.75 914.42

Profit available for Appropriation 1256.61 1139.97 Appropriation

Transfer to General Reserve 10.00 10.00

Proposed Dividend 12 % (Last Year 12%) 62.59 62.59

Dividend Distribution Tax 10.63 10.63

Balance carried forward to Balance Sheet 1173.39 1056.75

REVIEW OF OPERATIONS

Your company''s turnover decreased from Rs. 4397.93 Lacs in the last year to Rs. 3553.68 Lacs in the current year largely due to sluggish demand for traded goods. The Profit before tax (PBT) for the period under review has decreased from Rs. 345.07 Lacs in previous year to Rs. 277.85 Lacs in the current year.

However during the current year the performance is expected to improve with overall revival of the Indian Economy.

Your Company has undertaken a modernization project at the cost of Rs. 2.75 Crores to replace some of the ageing equipments with modern equipments which will improve the operational effciency and quality of the final product. This is expected to be completed in 3rd quarter of the current financial year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 29th Annual General Meeting, payment of dividend of 12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2014.The Dividend paid during the previous year was 12% (Rs. 1.20 Per Share).

DIRECTORS

Mr. Jayesh Dadia resigned from the directorship of the company w.e.f. 30th April, 2014. The Board of Directors took note of the same at their meeting held on 3rd May, 2014. The Board of Directors places on record its appreciation for the valuable services rendered by Mr. Jayesh Dadia.

In terms of the Articles of Association of the Company Mr. Arvind Mahendra Kapoor, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. The brief resume of the Mr. Kapoor has been detailed in the Corporate Governance Report. The directors recommend his reappointment as director of the company.

All the appointments of Directors of the company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

As per Section 149 of the Companies Act, 2013 and SEBI Circular dated 17.04.2014, your directors are seeking appointment of Mr. D P Shah and Mr. Nakul Kumar as Independent Directors for a term of five consecutive years up to 31st March, 2019. Details of the proposal for appointment of Mr. D P Shah and Mr. Nakul Kumar are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 29th Annual General Meeting.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2014 and of the Profit and loss of the Company for the year ended 31st March,2014;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

5) 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.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing (29th) Annual General Meeting and are eligible under Section 139 and 141 of the Companies Act, 2013 for reappointment as Statutory Auditors of the Company.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the eligibility criteria prescribed under Section 139 and 141 of the Companies Act, 2013.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act,2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certifcate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confdence and continued support to the Company.

For & on behalf of the Board of Directors

Place: Mumbai MAHENDRA KUMAR KAPOOR

Dated: 24th May, 2014 CHAIRMAN


Mar 31, 2013

To, The Members of Puneet Resins Limited

The Directors have pleasure in presenting their Twenty-Eight Annual Report, together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2013 are presented below:

(Rs. in Lacs)

Particulars- 2012-2012 2011-2012

Sales and other income 4448.69 6179.47

Profit before Depreciation, Interest and Tax 395.41 938.79

Less: Depreciation 33.75 35.39

Interest 16.59 25.32

Profit before Tax 345.07 878.08

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 119.52 284.45

Profit after Tax 225.55 593.63

Add: Balance Brought forward from the previous ye 914.42 498.84

Profit available for Appropriation 1139.97 1092.47

Appropriation

Transfer to General Reserve 10.00 75.00

Proposed Dividend 12 % (Last Year 17%) 62.59 88.67

Dividend Distribution Tax 10.63 14.38

Balance carried forward to Balance Sheet 1056.75 914.42

REVIEW OF OPERATIONS

The Indian Economy is projected to grow at 5% for the current fiscal 2013-14, the lowest in a decade. It grew at 6.2% last year as compared to 9.3% in 2010-11. Global economic growth also slowed from 3.9% in 2011 to 3.2% in 2012.

The cumulative production data of the Auto Industry for April-March 2013 shows production growth of only 1.20% over the same period last year. While in March 2013 overall sales fell by (-) 7.76 % over March 2012. (Source: www. siamindia.com) This sluggishness in the Automobile Sector has also affected the performance of the Rubber Industry resulting in reduction in demand and profit margins for your company''s products. Your company''s turnover also decreased from Rs. 6148.69 Lacs in the last year to Rs. 4397.93 Lacs in the current year. The Profit before tax (PBT) for the period under review has decreased from Rs. 878.08 Lacs in previous year to Rs. 345.07 Lacs in the current year.

In view of current volatility in price of raw materials and foreign currency rates your Company is making all efforts to improve the turnover and profitability in the current financial year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 28th Annual General Meeting, payment of dividend of 12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2013.The Dividend paid during the previous year was 17% (Rs. 1.70 Per Share).

DIRECTORS

Mr. Mahendra Kumar Kapoor, Mr. D P Shah and Mr. Nakul Kumar will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors''

Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31st March,2013, and of the profits of the Company for the year ended 31st March,2013;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2013, on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (27th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act, 1956.

COST AUDITORS

In terms of the Order No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs (MCA) (Cost Audit Branch) Govt, of India, your company has appointed M/s C Y & Associates (Firm Registration No. 000334) for undertaking audit of the Cost Accounting Records maintained by the company for the financial year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Company''s Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

Place: Mumbai MAHENDRA KUMAR KAPOOR

Dated: 27th May, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Seventh Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2012 are presented below:

Particulars 2011-2012 (Rs.) 2010-2011 (Rs.)

Sales and other income 61,79,46,862 52,89,07,303

Profit before Depreciation, Interest and Tax 9,38,79,554 8,00,64,215

Less: Depreciation 35,39,411 31,10,234

Interest 25,31,961 26,11,717

Profit before Tax 8,78,08,182 7,43,42,264

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 2,84,44,749 2,23,89,322

Profit after Tax 5,93,63,433 5,19,52,942

Add: Balance Brought forward from the previous year 4,98,83,867 1,20,23,825

Profit available for Appropriation 10,92,47,300 6,39,76,767 Appropriation

Transfer to General Reserve 75,00,000 50,00,000

Proposed Dividend 17 % (Last Year 15%) 88,66,860 78,23,700

Corporate Dividend Tax 14,38,426 12,69,200

Balance carried forward to Balance Sheet 914 ,42,014 4,98,83,867

REVIEW OF OPERATIONS

The Indian Economy grew at 6.9% last year as compared to 8.4% in 2010-11. This sluggishness in economy also affected the performance of the Rubber Industry. However in spite of that your company's turnover increased from Rs. 5210.53 Lacs to Rs. 6148.69 Lacs registering a growth of 18 %. The profit before tax for the period under review has increased to Rs. 878.09 Lacs from Rs. 743.42 Lacs in previous year registering an increase by 18 %.

In view of current volatility in price of raw materials and foreign currency rates your Company is making all efforts to maintain the desired growth rate in the current year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 27th Annual General Meeting, payment of dividend of 17 % (Rs. 1.70/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2012.The Dividend paid during the previous year was 15% (Rs. 1.50 Per Share).

DIRECTORS

Mr. Arvind Mahendra Kapoor and Mr. Jayesh Dadia will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31st March,2012 and of the profits of the Company for the year ended 31st March,2012;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2012 on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (27th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

COST AUDITORS

As per the provisions of the Companies (Cost Accounting Records) Rules, 2011, the company has appointed CMA Pradnya Chandorkar for the issue of the Compliance Certificate.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'A' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Industrial Relations have been cordial at both the plants of the company.

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Company's Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

Place : Mumbai MAHENDRA KUMAR KAPOOR

Dated : 28th May, 2012 CHAIRMAN


Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2011 are presented below:

Particulars 2010-2011 (Rs.) 2009-2010 (Rs.)

Sales and other income 52,89,07,303 25,02,74,435

Profit before Depreciation, Interest and Tax 8,01,24,027 3,77,17,309

Less: Depreciation 31,10,234 26,60,276

Interest 26,71,530 13,04,001

Profit before Tax 7,43,42,263 3,37,53,032

Less : Provision for Tax 2,23,89,322 91,80,881 (Including Income Tax, Deferred Tax, Fringe Benefit Tax etc.)

Profit after Tax 5,19,52,941 2,45,72,151

Add: Balance Brought forward from the previous year 1,20,23,825 (32,25,657)

Profit available for Appropriation 6,39,76,766 2,13,46,494

Appropriation

Transfer to General Reserve 50,00,000 20,00,000

Proposed Dividend 15% (Last Year 12%) 78,23,700 62,58,960

Corporate Dividend Tax 12,69,200 10,63,710

Balance carried forward to Balance Sheet 4,98,83,866 1,20,23,824

REVIEW OF OPERATIONS

The Rubber Industry in india has been growing in strength and importance since last few years. During the year under review, Rubber Industry has performed very well led by demand growth in the Automobile Sector. Due to favorable economic conditions the turnover increased from Rs. 2476.35 Lacs to Rs. 5210.53 Lacs registering a growth of 110%. The profit before tax for the period under review has increased to Rs. 743.42 Lacs from Rs. 337.53 Lacs in previous year registering an increase by 120 %.

Your Company is optimistic to continue to show higher growth in the current year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 26th Annual General Meeting, payment of dividend of 15% (Rs. 1.50/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2011.The Dividend paid during the previous year was 12% (Rs. 1.20/- per Share).

DIRECTORS

Mr. Mahendra Kumar Kapoor and M r. Nakul Kumar will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as 31st March,2011 and of the profits of the Company for the year ended 31st March,2011;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2011 on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (26th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Industrial Relations have been cordial at both the plants of the company.

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Companys Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

MAHENDRA KUMAR KAPOOR CHAIRMAN

Place : Mumbai Dated : 26th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report, together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULT

Particulars 2009-2010 2008-2009 (Rupees) (Rupees)

Sales and other income 25,02,74,435 24,56,08,480

Profit before Depreciation, Interest and Tax 3,77,17,310 3,12,38,659

Less: Depreciation 26,60,276 25,31,732

Interest 13,04,001 41,74,401

Profit before Tax 3,37,53,033 2,45,32,526 Less : Provision for Tax (Including Income Tax, Deferred Tax, Fringe Benefit Tax etc.) 91,80,881 1,02,79,194

Profit after Tax 2,45,72,152 1,42,53,332

Add: Balance Brought forward from the previous year (32,25,657) (1,74,78,989)

Profit available for Appropriation 2,13,46,495 (32,25,657) Appropriation

Transfer to General Reserve 20,00,000 0

Proposed Dividend (12%) 62,58,960 0

Corporate Dividend Tax 10,63,710 0

Balance carried forward to Balance Sheet 1,20,23,825 (32,25,657)

REVIEW OF OPERATIONS

During the period under review your Companys volume of goods sold has gone up to 2344 MT from 1750 MT last year registering a growth of 34%. However, due to deflation in prices, turnover was Rs.2520.56 lacs as against Rs. 2495.18 lacs in the previous year. The profit before tax for the period under review has increased to Rs.337.53 Lacs from Rs. 245.33 lacs in previous year registering an increase by 37 %.

As a part of the diversification activity, your Company is exploring opportunities for marketing of Speciality rubber compounds and Performance additives from M/S Excel Polymers, USA for the rubber industry.

Your Company is optimistic to continue to show better results and higher growth in the current year.

DIVIDEND

Your Directors recommend a dividend of Re.1.20/- per Equity Share of Rs. 10/- each (12 %) for the year ended 31st March 2010.

DIRECTORS

The Board of Directors of the Company has revised the terms and conditions of the appointment including the Remuneration and tenure of Mr. Aditya Kapoor as a Managing Director of the Company with effect from April 1, 2010 as per the recommendation of the Remuneration Committee in its meeting held on May 10, 2010 and subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

Mr. Arvind Kapoor retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. Dilip Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The relevant details of the above Directors are given in the Notice of Annual General Meeting and in the Corporate Governance Report attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

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

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

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

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58Aof the Companies Act, 1956 and the rules made thereunder.

AUDITORS

M/s. B. D. Jokhakar & Co., Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received confirmation from them to the effect that their appointment if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A to this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Companys Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors Corporate Office:

84, Atlanta, Nariman Point,

Mumbai- 400 021 MAHENDRA KUMAR KAPOOR

Dated: May 10, 2010 CHAIRMAN

 
Subscribe now to get personal finance updates in your inbox!