Directors Report of Sejal Glass Ltd.
Mar 31, 2023
The Board of Directors present this 25th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2023 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (âActâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âListing Regulationsâ).
The Companyâs performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2023 is summarized below;
(Rs. in Lakhs)
|
Particulars |
Standalone 31.03.2023 |
Standalone 31.03.2022 |
Consolidated 31.03.2023 |
Consolidated 31.03.2022 |
|
Gross revenue from operations |
4642.70 |
2,432.78 |
4642.70 |
NA |
|
Total expenditure before finance cost, depreciation/ Amortizations. |
4292.26 |
2,542.44 |
4276.84 |
NA |
|
Operating Profit/(Loss) |
350.44 |
(109.66) |
365.86 |
NA |
|
Other income |
17.61 |
16.98 |
17.61 |
NA |
|
Profit / (Loss) before finance cost, depreciation,exceptional items and taxes |
368.05 |
(92.68) |
383.47 |
NA |
|
Less: Finance costs |
230.50 |
105.40 |
230.50 |
NA |
|
Profit / (Loss) before depreciation, exceptional items and taxes |
137.55 |
(198.08) |
152.97 |
NA |
|
Less : Depreciation/Amortisation |
89.30 |
124.10 |
89.30 |
NA |
|
Profit / (Loss) before exceptional items & tax |
48.25 |
(322.18) |
63.67 |
NA |
|
Exceptional Items (Refer note) |
(92.57) |
15,018.41 |
(92.57) |
NA |
|
Profit / (Loss) before taxes |
(44.32) |
14,696.23 |
28.90 |
NA |
|
Other Comprehensive income |
- |
(2.33) |
- |
- |
|
Total Comprehensive income for the period |
858.68 |
14,693.90 |
785.11 |
NA |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS:The Highlights of the Companyâs performance (Standalone) for the Financial Year Ended 31st March, 2023 are as under:
Total Sales of the Company increased by 90.83% to Rs. 4,642.70 Lakhs from Rs. 2,432.78 Lakhs in the previous year.
Operating EBITDA (before exceptional items) was positive at 48.25 lakhs as compared to negative EBITDA (before exceptional items) of Rs. 322.18 Lakhs in the previous year. The other income during the period under review stood at Rs. 17.61 Lakhs as compared to the last years figure of Rs. 16.98 Lakhs. The exceptional items was negative at Rs. 92.57 Lakhs as compared to the positive exceptional items of Rs. 15,018.41 in the previous year.
The reported Loss before Tax (after exceptional item) for the year was Rs. 44.32 Lakhs as compared to Profit before Tax (after exceptional item) of Rs. 14,696.23 Lakhs. During the year the Company based on future projections and after obtaining expert opinion has created a net deferred tax asset of INR 903 lakhs on Unsued Tax Losses. After taking into consideration the deferred Tax asset the Net Profit after Tax was Rs. 858.68 Lakhs as compared to Rs. 14,696.30 lakhs in the previous year.
The Highlights of the Companyâs performance (Consolidated) for the Financial Year Ended 31st March, 2023 are as under:
The Company achieved a consolidated revenue of Rs. 4,642.70 Lakhs during the year under review. The other income during the period under review stood at Rs. 17.61 Lakhs. Operating EBITDA (before exceptional items) was positive at 63.67 lakhs. The share of loss from Associates was to the extent of Rs. 88.99 lakhs. Loss from operations before exceptional items was to the extent of Rs.25.32 Lakhs. Exceptional items were negative Rs. 92.57 lakhs during the year under review.
The reported Loss before Tax (after exceptional item) for the year was Rs. 117.89 Lakhs. After taking into consideration the deferred Tax asset of Rs. 9.03 Lakhs, the Net Profit after Tax was Rs. 785.11 Lakhs.
The Company had incorporated a Limited Liability Partnership by the name of Sejal Glass Ventures LLP (âLLPâ) on August 02, 2022 wherein the Company held 99.99% sharing in Profit and Loss and Capital Contribution. Vide an LLP agreement dated December 5, 2022 M/s. Dilesh Roadlines Pvt. Ltd., was admitted as the Partner in the said LLP, consequent upon which the holding of the Company was reduced from 99.99% to 44.99%, thereby making it an associate of the Company. Sejal Glass Ventures LLP has formed a wholly owned subsidiary by the name of M/s Sejal Glass and Glass Manufacturing Products LLC, in UAE on November 15, 2022. The investment by way of Capital Contribution in Sejal Glass Venture LLP was subsequent to the approval of the members received through Postal Ballot dated November 12, 2022.
The above consolidated results for the quarter and year ended March 31,2023 are of the Company and the said LLP (including its wholly owned subsidiary as mentioned above) as per equity method prescribed under IndAS 28.
In view of the fact that the LLP has been incorporated in the current F.Y. the figures for the last year are not available.
The Board of Directors does not recommend any dividend to the shareholders of the Company for the financial year ended March 31,2023.
No amount has been transferred to Reserves for the Financial Year under review.
Exceptional items:During the year 2021-22:
Exceptional item for the year 2021-22 was gain of 15,018.41 Lakhs comprising of;
1) De-recognition of loans/borrowings, trade payables, statutory dues, other payables etc.
2) Reversal of Provision for Contingencies and unforeseen Losses, in respect of liabilities provided earlier
3) Impairment/write off of various asset consisting of old assets and receivables etc.
4) Net reversal of Provision for contingencies & doubtfulness and unforeseen Losses, in respect of assets.
Exceptional Item for the year 2022-23 was Loss of Rs. 92.57 lakhs in respect of loss of sale off core assets as per the Approved Resolution Plan.
Consequent upon the approval of the Resolution Plan on March 26, 2021, the following key changes took place;
DURING THE PREVIOUS FINANCIAL YEAR.Reconstitution of the Board of Directors.
The new management has taken charge of the affairs of the Company. The erstwhile Board of Directors vacated their office and the Board has been reconstituted with new members.
Reduction & Consolidation of existing Equity Share Capital:
The existing Paid up Capital of the Company stood reduced from the existing Rs. 33,55,00,000/- (Rupees Thirty Three Crores Fifty Five Lakhs Only) to Rs 10,00,000/- (Rupees Ten Lakhs Only) and the existing shares of the Company was consolidated from the existing 3,35,50,000 equity shares of the face value of Rs. 10/- each to 1,00,000 equity shares of the face value of Rs. 10/- each.
Issue & Allotment of fresh equity shares to the Resolution Applicants & its affiliates:
Issued & allotted 100,00,000 (One Crore) Equity Shares of Rs. 10/- each to the Resolution Applicant/s and /or its Affiliates.
Upfront payment of Rs. 1025.00 Lakhs towards CIRP Costs, settlement of the debts of Operational Creditors & financial creditors.
An amount of Rs. 600.00 Lakhs was paid in January 2022, to the Secured Creditors being the Second Tranche in accordance with the provisions of the approved Resolution Plan.
The Key Managerial Personnel have been appointed.
DURING THE CURRENT FINANCIAL YEAR:(i) Payment to Secured Creditors.
An amount of Rs. 600.00 Lakhs was paid in July 2022, to the Secured Creditors being the Third Tranche in accordance with the provisions of the approved Resolution Plan. Further an amount of Rs. 781.00 Lakhs was paid in October 2022, to the Secured Creditors being the last and final tranche in accordance with the provisions of the approved Resolution Plan. The said payment was done four months prior to the envisaged due date in the Approved Resolution Plan.
(ii) Reclassification of Authorized Share Capital of the Company:
The Authorised Share Capital of the Company has been reclassified from 60,00,00,000/- (Rupees Sixty Crore only) comprising 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to 15,00,00,000/- (Rupees Fifteen Crore only) comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Re. 10/- (Rupees Ten) each and 45,00,00,000 (Forty Five Crore) comprising 45,00,000 (Forty Five Lakhs) Preference Shares of Rs.100/- (Rupee One Hundred) each.
(iii) Adjustment of Debit balance of Retained earnings against Surplus & Reserves:
The approved Resolution Plan dated March 26, 2021 read with the order dated June 07, 2021 provided for various reliefs and concessions interalia amongst others reduction of share capital by exempting compliance of the provisions of the Companies Act, 2013 (and the rules framed thereunder) and under any other applicable laws with respect to reduction of Share Capital.
In line with the approved Resolution Plan and in order to represent the true and fair view of the financial position of the Company post implementation of the Resolution Plan, the Company based on the expert opinion, has netted off the balances available under the Securities Premium and Capital Reserve on reduction of Share Capital against the Debit balance of Profit and loss account as given below;
|
Particulars |
As on 31st March 2023 (Amount in Rs. Lakhs) |
|
Retained earnings (Pre-adjustment) |
(27,321) |
|
Adjusted by: |
|
|
a) Securities Premium |
14,066 |
|
b) Capital Reserve on Reduction of Share Capital |
3,345 |
|
Retained earnings (Post-adjustment) |
(9,910) |
(iv) Recognition of Deferred Tax Asset in the books of accounts against unused Tax losses:
Consequent upon the approval of the Resolution Plan the new management has taken over control of the Company and has taken various measures for revival and stabilization of the Business. The Company had substantial tax losses pertaining to period prior to Corporate Insolvency Resolution Process (CIRP) viz. unabsorbed tax depreciation of INR 17060 Lacs (which are available without any time limitation) along with business losses of INR 9372 Lacs, totalling to INR 26432 Lacs (âUnused Tax Lossesâ).
The operations and resultantly revenue from operations of the Company has been increasing post CIRP. The Company has also posted Profit before exceptional items and tax of INR 48 Lacs in standalone financials of FY 2022-23. The management has prepared the future business projections of taxable business profits considering the current capacity level and stabilized cost structures. The said projections have been reviewed by the Board of the Directors of the Company. In the view of management, the said projections are reasonable and provides convincing indication for the probable amount of future taxable profits. Accordingly, as on 31st March 2023, the Company has recognized Net Deferred Tax Asset of INR 903 lacs mainly on account of Unused Tax Losses.
6. MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR:a. Issue & Allotment of Preference Shares:
The Company on May 11, 2023, issued and allotted 20,00,000 (Twenty Lakhs) Non-Convertible Non-Cumulative Redeemable Preference Shares (RPS) of Rs.100/- (Indian Rupees One Hundred only) each at par aggregating to INR 20,00,00,000/- (Indian Rupees twenty Crores only) to below mentioned persons (under category Promoter and Affiliate of Promoter/Promoter Group respectively) in the following manner;
|
Name of the Allottee |
Address |
No of Shares |
Amount (Rs) |
|
M/s Dilesh Roadlines Pvt. Ltd. |
B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082 |
15,00,000 |
15,00,00,000/- |
|
M/s Dilesh Logistics (India) Private Limited |
B/402, Hill Residency, Amar Nagar, GG Singh Road, Mulund (West), Mumbai 400082 |
5,00,000 |
5,00,00,000/- |
The said preference shares are not listed on any of the Stock Exchanges in India or abroad.
b. Acquisition of Subsidiary LLC:
The Company acquired 99.01% Equity Shares of M/s. Sejal Glass & Glass Manufacturing Products LLC, an LLC incorporated under laws of UAE w.e.f. May 19, 2023.
Pursuant to the said acquisition the LLC has become Subsidiary of the Company with effect from the date of such acquisition.
The paid-up Share Capital of the Company as on 31st March, 2023 was 10,10,00,000 (Rupees Ten Crore Ten Lakhs Only) comprising 1,01,00,000 (One crore one lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013, forms of the notes to the Standalone Financial Statements of the Company.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
a) Subsidiaries-
During the year under review, there was no Subsidiary of the Company.
b) Associate-
Sejal Glass Ventures LLP (SGV LLP) was an associate of the company, with the Company holding 44.99% of the Capital Contribution in the said LLP.
A separate statement containing the salient features of the Financial Statement of the Associate, in the Form AOC-1, is attached with this Annual Report as Annexure ''A''
c) Joint Venture-
During the year under review, there was no Joint Venture of the Company.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. Composition
The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on 31st March, 2023, the composition of the Board is as follows:
|
Name of the Director |
Designation |
|
Mr. Surji D. Chheda |
Chairman (Non- Executive- Non Independent Director) |
|
Mr. Jiggar L. Savla |
Executive Director |
|
Mr. Chirag H. Doshi |
Non - Executive - Independent Director |
|
Ms. Neha R. Gada |
Non - Executive - Independent Director |
|
Mr. Vijay Mamania |
Non - Executive - Independent Director |
|
Ms. Amruta Patankar |
Non - Executive - Independent Director |
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jiggar Savla (DIN: 09055150) , retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.
A detailed profile of Mr. Jiggar Savla along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.
As on 31st March, 2023, following are the Key Managerial Personnel of the Company: a) Mr. Chandresh Rambhia - Chief Financial Officer b) Mr. Ashwin S. Shetty VP Operations & Company Secretary and Compliance Officer.
There were no changes in the Key Managerial Personnel during the year.
During the Financial Year ended on 31st March, 2023, Five (5) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of this Annual Report.
The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report. The certificate from the Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.
13. INDEPENDENT DIRECTORSâ DECLARATION:
The Company has received declarations from all the Independent Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;
b) they are in compliance of Code of Conduct;
14. INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board
15. VIGIL MECHANISM & WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The policy on the same can be accessed on the Companyâs website at www.sejalglass.co.in
16. RELATED PARTY TRANSACTIONS:
The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Companyâs website at www.sejalglass.co.in
All related party transactions that were entered into during the FY 2022-23 were on an armâs length basis and were in the ordinary course of the business. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. 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.
The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.
The details of related party transactions are provided in the accompanying financial statements of contracts or arrangements made with related parties.
Since all related party transactions entered into by the Company were in ordinary course of business and were on an armâs lengthâs basis, Form AOC-2 is not applicable to Company.
17. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013.
Your Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
During the Financial Year 2022-23, your Company did not receive any complaint of sexual harassment.
18. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directorsâ
Responsibility Statement, it is hereby confirmed:
i. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
ii. We 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 March 31,2023 and of the profit & loss of the Company for the year ended on that date;
iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The annual financial statements for the financial year ended March 31,2023 have been prepared on a âgoing concernâ basis;
v. Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and
vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
19. AUDITORS:a. Statutory Auditors
M/s. Gokhale & Sathe, Chartered Accountants (FRN 103264W) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 23th AGM, held on 30th September, 2021. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Statutory Auditorsâ Report are self-explanatory and do not call for any further comments. The Statutory Auditorsâ Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2023, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.
Section 204 of the Act inter-alia requires every listed company to annex to its Boardâs Report, a Secretarial Audit Report given by a Company Secretary in Practice. The Board of Directors of the
Company, in compliance with Section 204 of the Act, appointed Mr. Harshad Pusalkar, Proprietor of Pusalkar & Co., Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report in Form MR-3 is annexed as Annexure âBâ.
Pursuant to the provisions of Section 138 of the Act, read with the Rules made thereunder, M/s. Joisher & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2022-23 and had been entrusted with the internal audit of the Company.
As required under Section 134(3)(a) of the Act, the extract of the Annual Return for the financial year 202223 in Form MGT-9 is put up on the Companyâs website at www.sejalglass.co.in
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE & OUTGO:
The Company is conscious of its responsibility to conserve energy and has taken measures in relation to conservation of energy and technology absorption. The particulars in respect to conservation of energy, Technology Absorption & Foreign Exchange & Outgo are given in the Annexure âCâ âto the Boardâs Report.
22. COMPLIANCE OF SECRETARIAL STANDARDS:
In terms of Section 118 (10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings. The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
The statement containing particulars of employees as required under 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Companyâs operations include increase in price of inputs, availability of raw materials, changes in Government regulations, tax laws, economic conditions and other factors.
25. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A Separate section on the Management Discussion & Analysis Report is annexed to the Directors Report as Annexure âDâ.
Your Directorsâ state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential rights as to dividend, voting or otherwise.
c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
d. Disclosure regarding Corporate Social Responsibility (CSR) under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014.
e. None of Directors of the Company receive any remuneration or commission from its subsidiary/ies.
f. No fraud has been reported by the Auditors to the Audit Committee or the Board.
g. There has been no change in the nature of business of the Company.
h. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.
i. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.
j. The financial statements of the Company were not revised.
k. The Company has not failed to implement any corporate action.
l. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. \
m. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material.
n. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.
o. There was no instance of one-time settlement with any Bank or Financial Institution.
The Industrial relations have been cordial at the manufacturing facility of the Company.
The Directors express their appreciation for the sincere cooperation and assistance of Central and State
Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish
to place on record their deep sense of appreciation for the committed services by your Companyâs employees.
Your Directors acknowledge with gratitude, the encouragement and support extended by our valued
Members.
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting their Sixteenth Annual
Report, together with the Audited Accounts of the Company, for the year
ended March 31, 2014 as follows:
FINANCIAL RESULTS
(Amount in Rs.)
Year 2013-13 Year 2012-13
I. Continuing Operations
Sales and Operating Income 126,36,87,880 62,67,74,810
Other Income 10,63,48,140 1,16,00,8092
Total Income 137,00,36,020 74,27,82,902
Operating Expenditure 132,93,40,282 63,17,92,414
Profit Before Interest & 4,06,95,738 11,09,90,488
Depreciation
Less : Interest 8,82,20,178 8,10,49,903
Less : Depreciation/amortization 2,45,85,443 2,44,44,004
Net Profit/(Loss) Before Tax and (7,21,09,883) 54,96,581
Exceptional Items
Loss on sale of Property & (11,36,87,809) (10,22,67,961)
Provision for contigency
Prior period items (17,96,069) 70,16,625
Net Profit/(Loss) Before Tax (18,75,93,761) (8,97,54,755)
Less : Current Tax - (9,08,531)
Less : Deferred Tax - (6,93,34,646)
Net Profit/(Loss) After Tax (18,75,93,760) (15,99,97,932)
from continuing operations
OPERATIONAL REVIEW
Whilst the Turnover for the year has increased by 100% i.e. Rs.126.37
Crs against Rs.62.68 Crs in the previous year, the EBITDA was lower at
Rs.4.07 Crs against Rs.11.10 Crs of FY 2012-13. Slow down in the
company''s major customer segment i.e. Infrastructure and realty sector,
on account of overall recessionary business conditions coupled with
liquidity constrains have impacted sales as well as the margins of the
company during the year. The loss at the net level of Rs.18.76 Cr was
mainly due to Loss of sale of securities of Rs.3.07 Crs and provision
for contingencies Rs.8.50 Crs.
Consolidated Accounts :
Your Company has three Subsidiary Companies namely 1) Sejal Bluecity
Realtors Private Limited 2) Sejal Bluecity Developers Private Limited
3) Sejal Bluecity Buildcon Private Limited.
In accordance with the requirement of Accounting Standards AS 21 (read
with AS 23), issued by the Institute of Chartered Accountants of India,
the consolidated Accounts of the company and its subsidiaries are
annexed to this report.
In terms of the General Circular No.2/2011 dated 8th February 2011,
issued by the Government of India, Ministry of Corporate Affairs, the
Annual Report of the Subsidiary Companies are not annexed to this
Report. Members desiring to have a copy of Audited Annual Accounts and
the related detailed information of the said subsidiaries may write to
the Company Secretary at the registered office of the company and they
will be provided with the same upon such a request. Annual Accounts of
these subsidiary Companies will also be kept for inspection of the
Members at the Registered office of the Company as well as at the
Registered office of the Subsidiary Companies.
SHARE CAPITAL
During the year under review your Company''s Authorized Share Capital
remained unchanged at Rs. 60,00,00,000/- (Rupees Sixty Crores Only)
comprising of 6,00,00,000 Equity Shares of Re. 10/- each.
During the year under review Issued, Subscribed and Paid up Share
Capital of your Company also remained unchanged at Rs.
33,55,00,000/-(Rupees Thirty Three Crores Fifty Five Lacs Only)
comprising of 3,35,50,000 Equity Shares of Re. 10/- each Equity Shares
each.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As of date, equity shares representing 99.07%
of the equity share capital are in dematerialized form. As the
depository system offers numerous advantages, members are requested to
take advantage of the same and avail of the facility of
dematerialization of your Company''s shares.
DIVIDEND
In view of the loss for the year and the accumulated losses of the
previous year, your Directors are unable to recommend any dividend for
the year ended March 31, 2014.
During the year under review the name of your Company was changed from
"Sezal Glass Limited" to "Sejal Glass Limited".
CHANGE OF NAME OF COMPANY
During the year under review the name of your Company was changed from
"Sezal Glass Limited" to "Sejal Glass Limited".
DIRECTORS
The Board consists of Executive and Non- Executive independent
directors including who have wide and varied experience in different
disciplines of corporate functioning.
Mr. Praful Nisar, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment.
In terms of Section 149 of the Companies Act, 2013, which has come into
force with effect from April 01, 2014, an Independent Director shall
hold office for a term up to five consecutive years on the Board of a
company and their office shall not be liable to retire by rotation.
In compliance with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of Mr. Rengrajan Ramaswamy and Mr. Praful
Nisar as Independent Directors is being placed before the Members in
General Meeting for their approval.
During the year under review the following Directors resigned from the
post of Directorship of the Company;
(i) Ms. Parul Mehta with effect from November 14, 2013
(ii) Ms. Sonali Tipre with effect from February 14, 2014
The Board takes this opportunity to place on record its appreciation
for the support and invaluable contribution made by both the directors
during their tenure as Independent Directors of the Company.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors''
Certificate regarding Compliance of Corporate Governance form part of
this Report.
PUBLIC DEPOSITS
Your Company has accepted deposits from public in pursuance of section
58A of the Companies Act, 1956 and rules framed under the Companies
[Acceptance of Deposits] Rules, 1975. During the period under review,
as on 31st March, 2014, the Company has outstanding fixed deposit of
Rs.6,12,07,000/-. There has been delays in payment of interest and
repayment of matured deposits. Your Company could not service
non-cumulative interest on the deposits from July 2013 and monthly
interest from June 2013 and also could not make payment of matured
deposits from April 2013 on account of severe liquidity constraints.
Your Company has made payments to the Fixed Deposit holders pursuant to
the order passed by the Company Law Board to whom Fixed Deposit holders
have approached for making payment of their Fixed Deposits.
Your Company intends to service pending interest as well as matured
deposit payments on improvement in financials.
DIRECTORS RESPONSIBILITY STATEMENT
Your company''s Directors confirm:
(i) that in the preparation of the annual accounts for the year under
review, the applicable accounting standards have been followed;
(ii) that they have selected appropriate accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial year 2013-14 and of
profit of the company for that year;
(iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in Annual Report 2013-14
accordance with the provisions of the Companies Act, for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities; and
(iv) that they have prepared the annual accounts for the year ended on
March 31, 2014 on a going concern basis.
EMPLOYEE STOCK OPTION PLAN (ESOP)
Your Company had approved ESOP 2012 at the Annual General Meeting of
your Company held on September 29, 2012. As on date, your Company has
not granted any options under ESOP 2012.
INDUSTRIAL RELATIONS:
The industrial relations continue to be cordial and harmonious at the
manufacturing unit of the Company at Silvassa.
Related party Disclosures:
The Company has made disclosures in compliance with the Accounting
Standards on related party disclosures as required by Clause 32 of the
Listing Agreement with the Stock Exchanges.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
Information on Conservation of energy, Technology Absorption and
Foreign Exchange is given as Annexure to this report.
AUDITORS
M/s. S. S. Puranik & Associates, Chartered Accountants retire at the
ensuing Annual General Meeting and are eligible for reappointment as
statutory auditors of the Company.
AUDITOR''S OBSERVATION
* Confirmation of balances from Debtors, Creditors and Loans and
Advances: As a process your company has already sent Letters to all
major Debtors, borrowers of ICDs and Loans asking them to confirm
balances as at 31.3.2014 directly to the Statutory Auditors. The
confirmation of balances was obtained from most of the borrowers of
ICDs and few Debtors. Follow up is on with the rest to obtain
confirmations. As regards Creditors, all major raw materials suppliers
i.e. Glass, PVB, Silicon, etc. accounts were reconciled and balances
were confirmed by them as at the year end.
* Procedure to assess and provision for Non moving and obsolete
Inventory: Your Company is engaged in processing of Clear/Float Glass
in to Toughened, Laminated, Insulated and Ceramic frit Glass. Orders
vary from customer to customer and as the orders will have to be
executed within tight time schedule, Glass and other inventory of
various sizes are maintained. Ageing reports of inventory is prepared
on periodical basis and reviewed. Management would strengthen the
procedure to assess the usefulness of the non-moving inventory and also
consider appropriate provision for Inventory no longer useable.
* To strengthen internal control procedure: Management would initiate
steps to streamline the systems and procedure with appropriate SOPs.
* Arrears of interest on Public FD, Principle and statutory
Liabilities: Due to severe liquidity constraints your company could not
repay matured Public FDs and interest in time. Also there were delays
in paying various statutory liabilities. Management has initiated
various measures to mobilize funds through sale of assets of the
company, Liquidation of old and obsolete inventory, recovering Loans
and ICDs etc. to meet these liabilities. Your company is working
towards paying off the balance Public FDs and all statutory liabilities
at the earliest. * Irregularity of Bank accounts: Bankers have
classified the credit facilities granted to the company as
non-performing and have issued 13(2) & 13(4) notices under SARFAESI
Act, 2002. Your company has already approached Debt Recovery Tribunal
and obtained stay against 13(4) SARFAESI Act 2002 notice issued by
State Bank of Patiala. Management is in discussions with the Bankers to
carry out restructuring of the credit facilities, which if carried out
would give sufficient time to the company to mobilize/generate funds to
regularise the accounts with the banks.
Deferred Tax Asset:
Your company has already drawn up Business plan to Expand Value added
Glass processing capacity by setting up units across all major cities
in India to cater to the increased demand. This would significantly
increase the Revenues and profitability of the company. Towards this
your company has initiated steps to identify Land in the NCR and South
Indian region. In addition your company has planned
* Procurement of certain machinery and balancing equipment (Double
edger cutting machine, Drilling, Grinding and washing machine,
etc.,).These machineries will aid in improving productivity and
profitability
* Express/Feeder line power connectivity, which will help to obtain
continuous power supply and thereby increase the production
However, due to all round economic slowdown as well as tight liquidity
conditions your company could not pursue the said plan aggressively. In
order to augment resources, the management has initiated certain
measures like disposal of un productive assets, recalling of amounts
lent as un secured Loans & ICDs, etc. This will improve liquidity and
help in expeditious execution of the aforesaid business plan and
thereby increase taxable income to absorb current accumulated Losses
and to adjust DTA 3 to 5 year''s time horizon.
COST AUDITORS
In conformity with the directives of the Central Government, your Board
of Directors has appointed Mr. Vaibahv Joshi, Cost Accountant, having
office at A-5, Parvati Rokadiya Cross Lane,Pai Nagar, SVP Road,
Borivali (West), Mumbai - 400092 as Cost Auditor under section 233B of
the Companies Act 1956, to audit the cost accounts for processing of
Glass for the year ending on March 31, 2014. The cost audit report for
the year ended March 31, 2014 will be filed in accordance with the
provisions of the Companies Act.
PARTICULARS OF EMPLOYEES
Provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
CAUTIONARY STATEMENTS
This Directors Report and the Management Discussion and Analysis Report
may contain certain statements, which are futuristic in nature. Such
statements represent the intentions of the Management and the efforts
being put in by them to realize certain goals. The success in realizing
these goals depends on various factors both internal and external.
Therefore, the investors are requested to make their own independent
judgments by taking into account all relevant factors before taking any
investment decision.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the commitment and dedication
of the employees for their untiring personal efforts as well as their
collective contributions at all levels that have led to the growth and
success of the Company. The Directors would like to thank other
stakeholders including lenders and business associates who have
continued to provide support and encouragement.
For and on behalf of the Board of Directors
Sd/-
Amrut S. Gada
Chairman and Managing Director
Place: Mumbai
Date: August 14, 2014
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure in presenting the Fourteenth Annual Report
along with the Audited Accounts of the Company for the year ended March
31, 2012.
Financial Results
The financial performance of the Company for the financial year ended
March 31, 2012 is summarized below:
(in crores)
I. Continuing Operations Year 2011-12 Year 2010-11
Sales and Operating Income 44.86 39.24
Other Income 8.60 0.56
Total Income 53.46 39.80
Operating Expenditure 49.28 41.72
Profit Before Interest & Depreciation 4.18 (1.92)
Less : Interest 1.74 2.32
Less : Depreciation/amortization 2.34 2.25
Net Profit Before Tax and Exceptional
Items 0.09 (6.49)
Prior period items 0.66 0.27
Net Profit/(Loss) Before Tax (5.71) (6.76)
Less : Current Tax (0.97) -
Less : Deferred Tax (1.87) 32.32
(2.84) 32.32
Net Profit/(Loss) After Tax from
continuing operations (A) (3.41) 25.56
II. Discontinuing Operations
Total Income 54.79 242.88
Operating Expenditure 91.19 332.60
Profit/(Loss) Before Tax (36.40) (89.95)
Gain/(Loss) from disposal of
Assets / settlement of
liabilities. (12.83) -
Net Profit/(Loss) (B) (49.23) (89.95)
Profit / (Loss) for the year (A B) (52.64) (64.40)
Operational Review
As already mentioned in the last year's report, the Company has
transferred the entire business of manufacturing and selling of feat
glass, to Saint-Gobain Glass India Limited a 100% subsidiary of the
France-based Companies de Saint Gobain, a world leader in Building
Materials, by way of Slump Sale as defend under Section 2(42C) of the
Income Tax Act, 1961 on a going concern basis w.e.f. May 31, 2011 for a
total value of Rs.686.00 Crores.
Consequent upon the Slump Sale of the Float Glass Business, the current
year financial results include the performance of the Float Glass
Business up to May 31, 2011. Accordingly the operating results for the
year ended 31st March, 2012 are not comparable with those for the
preceding year.
The accounts have been prepared in accordance with the revised schedule
VI format and thus the figures from the discontinued operations of the
foat glass business have been shown separately in the report.
The Company is in the process of expanding the existing Value Addition
of Glass business as well as developing new businesses.
The Company has completed the installation of the new tempering line at
its Silva's Plant. With this, the Company's tempering Capacity will
almost double at Silva's.
The Company is in the process of setting up a new Value Addition of
Glass Project in Val sad District in the state of Gujarat. The Project
is expected to be commissioned in the third quarter of 2013 - 14.
Share Capital
Authorized Share Capital of the Company is Rs. 60,00,00,000/-( Rupees
Sixty Crores Only ) divided into 6,00,00,000 Equity Shares of Re. 10/-
each.
The Paid up Share Capital of the Company is Rs 33,55,00,000/- ( Rupees
Thirty Three Crores Fifty Five Lacs Only ) divided into 3,35,50,000
Equity Shares of Re. 10/- each Equity Shares each.
Dividend
Your Directors have not recommended any dividend on the equity shares
for the financial year 2011 Ã 2012 with a view to conserve financial
resources for the proposed expansion plans of the Company.
Directors
- At the ensuing Annual General Meeting Mr. R. Rengarajan and Ms. Parul
Mehra retire by rotation and being eligible, offer themselves for
re-appointment.
- The Board has subject to the approval of the members of the company,
approved the re-appointment of Mr. Miitesh K. Gada as the Executive
Director of the Company, for a further period of 5 years from October
01, 2012.
- During the year under review Mr. Dilip Patel, Independent Director
resigned from the Board of Directors of the Company. The Board hereby
accords its sincere appreciation and gratitude for the valuable contri-
bution and services rendered by Mr. Dilip Patel as the Director of the
Company. Ms. Parul Mehta has been appointed as the Director of the
Company with effect from August 14, 2012 in order to full in the casual
vacancy created by the resignation of Mr. Dilip Patel.
Significant events post Balance Sheet Date:
Resignation of Directors :
Mr. Atul Bharani and Mr. Hasmukh Shah Independent Directors resigned
from the Board of the Company. Your board has placed on record deep
appreciation of contributions made by Mr. Atul Bharani and Mr. Hasmukh
Shah as directors of the company.
Mr. Dhirraj S. Gada Joint Managing Director and Mr. Aashish D. Kariaa
Executive Director also resigned from the Board of the Company.
Construction of additional fours at Seal Encase building.
The Company during the year completed the construction of four
additional fours at its corporate office building Seal Encase. The
Company proposes to give the additional fours on lease thereby
generating additional revenue for the Company.
Enhancement of the Capacity at Silva's Plant:
The Company has purchased a new tempering line at its existing plant at
Silvassa. The work on the installation of the equipment is completed
and the tempering line shall come on stream before the end of August
2012. Your Company proposes to almost double the Capacity of its
existing operations by the introduction of the new tempering line,
thereby significantly increasing the top line &the bottom line from the
enhanced capacity.
Proposed Value Addition Glass project at Valsad :
The Board of Sezal Glass Limited has also approved the expansion of the
Company's existing Value Addition business of about Rs. 500 crores in
the next 3 to 5 years time frame. The expansion would be carried out in
phase wise manner and the work on implementation of the first phase of
the project has already begun. In the first phase the Company proposes
to set up a Value Addition plant in Val sad, in the state of Gujarat
with a Capex of about Rs. 80 Crores. The Plant is proposed to come on
stream by the end of the first quarter of 2012 Ã 2013.
Sale of part of the Property building 'Sezal Encasa' :
With a view to reduce the debt burden and to augment resources for the
Company's expansion project the Board of Directors of your Company on
April 14, 2012, approved the sale of part of the Company's property
situate at plot No. 173/174, Sezal Encasa, SV. Road, Kandivali (West),
Mumbai 400 067.
Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance for the year under review along with Auditors'
Certificate regarding Compliance of Corporate Governance form part of
this Report.
Particular of Employees
Provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended from time
to time are not applicable to the Company, since no employee of the
Company was in receipt of the remuneration in excess of the limits as
specified in the said rules.
Personnel
Personnel relations with all employees and workers remained cordial and
harmonious throughout the year. Your Directors wish to place on record
their sincere appreciation for the devoted services of all the
employees and workers of the Company.
Fixed Deposits
During the year under review, the company repaid deposits of Rs. 370.56
lakhs. As on the year end, total unmetered deposits stood at Rs.
1591.48 lakhs, while deposits amounting to Rs. 12.23 lakhs remained
unclaimed.
Auditors Report
Explanation for Point No. 9 (a), 9 (b) and 11 of Auditor's Report.
Due to delay in sanction of credit limits by banks and operating losses
there were severe liquidity constraints. This has resulted in delays in
servicing of debts and payment of statutory dues.
In order to protect the interest of Lenders and others your company has
sold on slump sale basis Float Glass manufacturing facility and with
the sale considerations fully repaid the loan out standings and
interest to the Banks. Post sale of the Float Glass Unit the company
was operating without working capital and only could obtain fresh
working capital by December 2011. Due to this there were some delays in
payment of statutory dues. The company has initiated various measures
to improve liquidity and since paid overdue Loan installments, interest
and TDS liabilities outstanding at the balance sheet date.
Directors Responsibility Statement
The Directors confirm:
(i) that in the preparation of the annual accounts for the year under
review, the applicable accounting standards have been followed;
(ii) that they have selected appropriate accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial year 2011-12 and of
profit of the company for that year;
(iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in Annual Report 2011-12
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; and
(iv) that they have prepared the annual accounts for the year ended on
March 31, 2012 on a going concern basis.
Health And Safety
The company continues to accord high priority to health and safety of
employees at its manufacturing location. During the year under review,
the company conducted in house safety training programmers and mock
drills for safety awareness for all its employees at the plant.
Futuristic Statements
This Directors Report and the Management Discussion and Analysis Report
may contain certain statements, which are futuristic in nature. Such
statements represent the intentions of the Management and the efforts
being put in by them to realize certain goals. The success in realizing
these goals depends on various factors both internal and external.
Therefore, the investors are requested to make their own independent
judgments by taking into account all relevant factors before taking any
investment decision.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information on Conservation of energy, Technology Absorption and
Foreign Exchange is given as Annexure 'A' to this report.
Auditors
M/s S. S. Prank & Associates, Chartered Accountants, auditors of the
company, hold office until the conclusion of the ensuing annual general
meeting. M/s S.S. Puranik & Associates, being eligible, have offered
themselves for re-appointment and have confirmed that their appointment,
if made, would be within the limit prescribed under section 224 (1B) of
the Companies Act, 1956.
Cost Auditors
Subject to approval of the central government, the board of directors
has appointed Mr. Vaibhav Joshi, Cost Accountants, as cost auditors, to
audit the cost accounts for formulations and bulk drugs activities for
the year ending on March 31, 2012.
Acknowledgement
Your Directors acknowledge with gratitude the commitment and dedication
of the employees for their untiring personal efforts as well as their
collective contributions at all levels that have led to the growth and
success of the Company. The Directors would like to thank other
stakeholders including lenders and business associates who have
continued to provide support and encouragement.
For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Amrrut S. Gada
Mumbai : August 14, 2012 Chairman and Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors are delighted to present their Thirteenth Annual Report
of the Company and Audited Accounts for the year ended March 31, 2011.
1. FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
March 31, 2011 is summarized below:
('in million)
Year 2010-11 Year 2009-10
Sales and Operating Income 2796.26 448.98
Other Income 30.47 60.04
Total Income 2826.73 509.02
Increase/(Decrease) in stock 115.19 2.71
Gross Income 2941.92 511.73
Operating Expenditure 2835.80 423.87
Profit Before Interest & Depreciation 106.12 87.86
Less : Interest 667.38 38.05
Less : Depreciation/amortization 400.91 26.53
Net Profit Before Tax and Exceptional
Items (962.17) 23.28
Less: Exceptional Items
Loss on Imported Machinery returned
to supplier - 10.13
Net Profit/(Loss) Before Tax (962.17) 13.15
Less : Current Tax - 1.70
Less : Deferred Tax (323.16) (13.82)
Net Profit/(Loss) After Tax (639.01) 25.27
Less: Prior year expenses 4.98 3.34
Add : Balance b/f from previous year 94.17 72.24
Amount Available for appropriations (549.82) 94.17
Balance Carried to Balance Sheet (549.82) 94.17
2. OPERATIONAL REVIEW.
During the year under review, with the production of float glass coming
on stream your Company recorded a growth in top line. Income from
operations went up from '448.98 Million in F.Y 2009 -10 to "2796.26
Million in 2010 -11 recording a growth of more than 6 times the
previous years figures.
Profit before Depreciation, Interest and Tax stood at" 106.12 Million
in the F.Y. 2010 -11 as against the preceding year's figure of "87.86
Million.
However the Company posted a net loss of "639.01 Million during the
year under review as compared to a net profit of "25.27 Million in the
F.Y. 2009 - 10.The said loss is mainly due to the highly capital
intensive nature of the float glass business as well as change in the
industry dynamics during the year under review.
3. SALE OF FLOAT GLASS BUSINESS UNDERTAKING
Your Company has entered into a Binding Business Transfer Agreement
dated May 31, 2011 with Saint- Gobain Glass India Limited for sale and
transfer of its Float Glass business undertaking including the
manufacturing assets at Jhagadia, Dist. Bharuch, State of Gujarat as a
going concern on a slump sale basis, on the terms and conditions as
stipulated therein.
The Company's float glass manufacturing plant came on stream in March
2009 after a delay of about six months from the envisaged date of
commencement of production. This delay had lead to a cost over run of
about" 1.8 billion, thereby leading to additional bank loan for the
project. During the last two financial years there was a steep
increase in competition due to unprecedented additional capacities
being added, thereby limiting the growth opportunities in the float
glass business. Rising raw material & utilities costs, with no upward
movement in the sale price of the finished goods, had made it difficult
for the Company to operate at ideal economies of scale required for
operating the float glass business which was further resulting in
negative growth and dilution of shareholders value. The financial
position of the Company deteriorated, during the financial year under
review. The Board of Directors of the Company had therefore proposed
that before the state of business affairs of the Company is further
eroded, it was advisable to sell the business undertaking of the
Company and concentrate and expand its existing Processing of value
addition glass business as well as introduce diversified business
activities which will increase shareholders value. Therefore, in the
best interest of the shareholders of the Company as well as other
stakeholders, the Company decided to sell its float glass business
undertaking as a going concern on slump sale basis. The Company has
executed a Binding Business Transfer Agreement with Saint - Gobain
Glass India Limited for a lump sum consideration of '6860 Million
subject to the terms, conditions and provisions set forth in the
Business Transfer Agreement.
The approval of the shareholders of the Company for the sale of the
Business Undertaking was obtained by passing a resolution by way of
Postal Ballot. The result of the Postal Ballot was announced on May 30,
2011.
4. SHARE CAPITAL
Authorised Share Capital of the Company was increased from '450 million
to "600 million divided into 60,00,00,000 Equity Shares of Re. 1/-
each.
The Paid up Share Capital of the Company has increased from "288
million to "335.50 million divided into 33,55,00,000 Equity Shares of
Re.1/- each.
During the year the Company has sub- divided the face value of its
equity shares from the existing " 10/- each to Re. 1/- each.
The Company during the year issued and allotted to Brand Equity
Treaties Limited (BETL) 2,00,00,000 (Two crores) Equity Shares of Re.
1/- each at an issue price of "9/- per share on preferential basis in
accordance with the provisions of the Securities & Exchange Board of
India (SEBI) ICDR Regulations 2009.
The Company during the year converted 2,75,00,000 Convertible Warrants
of Re.1/- each at an issue price of "4/- each into equivalent equity
shares of Re. 1/- each at an issue price of "4/- each to one of its
promoter group entity M/s. Sezal Realty and Infrastructure Limited.
5. DIVIDEND
Your Directors have not recommended any dividend on the equity shares
for the financial year 2010 - 2011 in view of the setting up of the
high capital intensive Float glass project and the consequent loss on
account of high depreciation and interest during the year under review.
6. DIRECTORS
During the year Mr. Mitil R. Chokshi, Ms. Vimla M. Shah and Mr. Praful
N. Satra, Independent Directors resigned from the Board of Directors of
the Company. The Board hereby accords its sincere appreciation and
gratitude for the valuable contribution and services rendered by the
Directors who resigned during the year.
Mr. Hasmukh N. Shah and Mr. R. Rengarajan have been appointed as the
Directors of the Company with effect from November 13, 2011 in order to
fill in the casual vacancy created by the resignation of Mr. Mitil R.
Chokshi and Ms. Vimla M. Shah.
Mr. Dilip K. Patel has been appointed as the Director of the Company
with effect from August 12, 2011 in order to fill in the casual vacancy
created by the resignation of Mr. Praful N. Satra.
The Board has subject to the approval of the members of the company,
approved the re- appointment of Mr. Amrrut S. Gada as the Managing
Director of the Company, for a further period of 5 years from April 01,
2011.
The Board has subject to the approval of the members of the company,
approved the reappointment of Mr. Dhirraj S. Gada as Joint Managing
Director of the company, for a further period of 5 years from October
01, 2011.
At the ensuing Annual General Meeting Mr. Hasmukh N. Shah and Mr. Dilip
K. Patel retire by rotation and being eligible, offer themselves for
re-appointment.
7. EMPLOYEES
Your Directors place on record their deep appreciation for the
contribution made by the employees of the Company at all levels. Our
industrial relations continue to be cordial.
None of the employees of the Company has received remuneration
exceeding the limits prescribed under the amended Section 217 (2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
8. PUBLIC DEPOSITS
Public Deposits outstanding at the year end were " 168.60 million and
the number of depositors were 4019. At the end of the financial year
under review, there were 41 deposits aggregating " 1.16 million which
matured but remained unclaimed as on that date.
9. AUDITORS REPORT
Explanation for Point no. 9(a), 9(b) and 11 Auditors' report.
Cost escalation due to start up delay of Company's Float Glass Project,
steep increase in input cost and higher interest cost on account of
credit crunch etc., have resulted in cash loss situation. This has
impacted cash cycles, which in turn lead to delays in servicing of
debts and payment of PF, Income Tax TDS and CST liabilities. However,
as on date of Directors' report the Company has paid interest and
quarterly installments of term loans and also Income Tax TDS
outstanding as at the Balance Sheet date.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Sub-Section (2AA) of Section
217 of The Companies Act, 1956, your Directors, hereby confirm that:
a) In the preparation of the annual accounts for the year ended on 31st
March 2011, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any;
b) They have selected the accounting policies in consultation with the
Statutory Auditors and have 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, 2011 and of the profits or loss of the Company for that period;
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; and
d) The annual accounts for the year ended 31st March, 2011 have been
prepared on a going concern basis.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information on Conservation of Energy, Technology Absorption and
foreign Exchange is given as Annexure I to this report.
12. CORPORATE GOVERNANCE REPORT
Corporate Governance and General Shareholder Information forms part of
this Annual Report as Annexure II and III.
13. AUDITORS
Your Company's Statutory Auditors M/s. S. S. Puranik and Associates,
Chartered Accountants, Mumbai retire at the conclusion of the forth
coming Annual General Meeting.
Your Company has received a letter from them to the effect that their
re-appointment, if made will be in accordance with the provisions of
Section 224 (1B) of the Companies Act, 1956.
14. ACKNOWLEDGEMENT
Your Directors would like to convey their appreciation to Banks,
Financial Institutions, Government Authorities, Customers, Vendors,
Fixed Deposit Holders and Members for their enormous personal efforts
as well as their collective contribution received during the year under
review and their confidence in its management.
For and on behalf of the Board of Directors
Amrrut S. Gada
Chairman and Managing Directors
Place: Mumbai
Date: August 12, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Twelfth Annual Report
of the Company and Audited Accounts for the year ended March 31, 2010.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
March 31, 2010 is summarised below:
(`mn)
Year 2009-10 Year 2008-09
Sales and Operating Income 448.98 484.62
Other Income 60.04 34.36
Total Income 509.02 518.98
Increase/(Decrease) in stock 2.71 (3.04)
Gross Income 511.73 515.94
Operating Expenditure 430.01 415.57
Profit Before Interest &
Depreciation 81.72 100.37
Less : Interest 31.90 37.65
Less : Depreciation/amortisation 26.53 25.00
Net Profit Before Tax and
Exceptional Items 23.29 37.72
Less: Exceptional Items
Loss on Imported Machinery
returned to supplier 10.13 -
Provision for contingencies - 6.00
Net Profit Before Tax 13.16 31.72
Less : Provision for tax for the
year (including Fringe Benefit Tax) 1.70 9.73
Less : Deferred Tax (13.82) (0.62)
Net Profit After Tax 25.28 22.61
Less: Prior year expenses 3.34 1.39
Add : Balance b/f from previous year 72.24 41.60
Amount Available for appropriations 94.18 62.82
Add : Dividend waiver by promoters - 8.05
Add : Excess provision of
Dividend Tax written back - 1.37
Balance Carried to Balance Sheet 94.18 72.24
NEW CORPORATE IDENTITY
In terms of the Special Resolution passed by the shareholders of the
Company at Extra-Ordinary General Meeting held on May 15, 2010 and on
receipt of approval from the Central Government, the name of the
Company was changed to SEZAL GLASS LTD.
The new corporate identity represented by the new name SEZAL GLASS
LTD. has come into effect.
SHARE CAPITAL
During the year the Company had allotted 50,00,000 convertible warrants
of `10/- each at a price of `40/- each on preferential basis to
Promoter Group entities. The holders of the warrants have the option to
convert the warrants into equivalent number of equity shares of the
Company at any time within eighteen months from the date of allotment
in one or more tranches. One of the allotees had exercised its option
to convert 8,00,000 warrants into Equity Shares during the year under
review.
Authorised Share Capital of the Company is `45,00,00,000 divided into
4,50,00,000 Equity Shares of `10/- each. The Paid up Share Capital of
the Company is `28,80,00,000 divided into 2,88,00,000 Equity Shares of
`10/- each
DIVIDEND
The operations of the Company being in growth phase, your Directors
consider it prudent to conserve reserves and therefore do not recommend
any dividend on Equity Shares for the Financial Year under review.
DIRECTORS
M r. Mitil Chokshi and M r. Atul Bharani Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for reappointment.
MANAGEMENT DISCUSSION ANALYSIS
Economic Overview
The global economy started recovering by the end of 2009, mainly on
account of infusion of stimulus funds by the respective countries. The
emerging economies like India and China bounced back much faster. China
and India led the recovery from the front, on account of huge domestic
demand and continued thrust on infrastructure creation, further
propelling demand within the core sectors.
As per the advance GDP estimates for 2009-10 released by the Central
Statistical Organisation (CSO), the Indian economy is expected to grow
at 7.2% in 2009-10, with the industrial and the service sectors growing
at 8.2% and 8.7% respectively, mainly driven by: rising per-capita
income, urbanisation, favorable demographics, declining household size
and increasing job security. Barring any problems caused by the
countrys fiscal vulnerability, growth is expected to strengthen in
subsequent years, as it will continue to reap the benefits of ongoing
economic opening and gradual improvements in infrastructure.
Glass Industry
Global overview
The global market for flat glass (flat sheets, including float, sheet
and rolled) in 2008 was ~53 mn tonnes (~6.6 billion m2). At normal
price and primary manufacturer levels, it values ~Ã22 bn.
Over the long term, the market is expected to grow at ~4-5% p.a. (in
volume terms). Europe, China and North America together account for
over 70% of global demand for glass. Europe is the most mature glass
market and has the highest proportion of value-added products.
The float glass industry is largely organised owing to being capital
intensive. 4 companies (NSG Group, Saint-Gobain, Asahi and Guardian)
together produce over 60% of the worlds high quality float glass. Much
of the worlds lower quality float and sheet glass production is being
replaced by high quality float. Over the past 20 years, glass demand
has grown more quickly than GDP. In 2008, the industry was calculated
to be running at around 93% utilisation on average.
In terms of volume of glass consumed, Building Products is by far the
largest sector (~45 million tonnes) with ~5 mn tonnes going to
Automotive. Special applications are very small in volume terms but
significant growth is being driven by the use of glass in solar energy
generation. In Building Products, glass can undergo two or more levels
of processing before being installed in windows or used as a component
in furniture or white goods. Within Automotive, glass is used in
original equipment for vehicle manufacturers and in the manufacture of
replacement parts for the aftermarket.
Global Building Products Flat Glass Market by sector
Sector Volume
New Build 2,400 million m2 40%
Refurbishment 2,400 million m2 40%
Interior 1,400 million m2 20%
Total 6,200 million m2 100%
Global Automotive Glass Products Market by Sector
Sector Volume
Original
Equipment 320 million m2 83%
(OE)
Aftermarket 70 million m2 17%
(AGR)
Total 390 million m2 100%
Industry economics
A float plant is highly capital intensive, typically costing ~Ã100-200
mn according to size, location and product complexity. Once
operational, it is designed to operate continuously, 365 days a year,
throughout its campaign life of between 10-15 years. Float lines are
normally capable of several campaigns following major rebuild/ upgrade
programmes.
The economics of the continuous- flow float operation require a high
capacity utilisation rate before a plant becomes profitable. Once a
rate ~70% is passed, the inherent operational leverage of the asset
base increases profitability rapidly. The float process is not
labour-intensive. Energy and raw material costs are each as significant
as factory labour in the overall delivered cost. Glass is relatively
heavy and comparatively cheap, making distribution costs significant
12-15% of total cost. In most cases, transport costs make it uneconomic
for float glass to travel long distances by land.
Indian overview
The total float glass manufactured in India is approximately 1 mn tones
per annum and almost 77% is consumed domestically. Float glass has
emerged as the preferred flat glass products. It accounts for 90% of
total consumption with 12% CAGR in demand. Demand potential looks
encouraging as:
- Per capita consumption is only 0.8 kg as against 8 kg in China and 10
kg in USA.
- The usage of glass in housing as well as commercial buildings is on
the rise due to rising focus on aesthetics and time saving.
- In 11th Five Year Plan, the Planning Commission estimates the number
of urban dwelling units to increase from 58.8 mn in 2006-07 to 66.1 mn
in 2011-12, an annual increase of around 1.5 mn units during the
period.
Float Glass industry offers scope for new players
The major players of float glass in India currently are Saint Gobain,
Modi Guardian and Asahi who have a capacity of 3,150 tpd. Capacity
utilisation is rising fast (up 30% in past 12 months) due to strong
demand from automobiles and construction sectors. Float glass demand is
expected to increase at 12-15% CAGR in the coming 3-5 years.
Demand drivers of the Glass industry
- Expansion of Construction and Automotive industries
- Increased acceptance of Green Building concept
- Government regulation for Toughened and Laminated glasses
- Global concerns about energy conservation and environment
- Decorative glasses with Digital print technology.
- Nanotechnology à The future in world of glass
- Architects and car designers continue to increase the glass content
in buildings and vehicles
- Demand for value-added products is growing at a faster rate than
demand for basic glass, enriching the product mix and boosting the
sales line
- Value-added products are delivering greater functionality to vehicle
glazing and adding a further growth dimension to automotive glazing
sales
COMPANY OVERVIEW About the Company
Established in 1998 by Mr. Amrrut Gada, a first generation
entrepreneur, Sezal Glass is a fast growing integrated glass company in
India. Headquartered in Mumbai, the company has manufacturing presence
across two locations, Bharuch, Gujarat (Float Glass Plant) and Silvassa
(Glass Processing Unit). The company sells its float glass under
SEZAL brand.
Corporate highlights 2009-10
- Commenced operations at the float glass plant in Bharuch.
- Opened the second Sezal Encasa showroom at Goregaon, Mumbai
- Total operational revenues at `511.72 mn
- PAT at `21.93 mn
Major developments during the year
The year 2009-10 was a year of resurgence for the global as well as the
Indian economy. The results of the stimulus packages to Indian
infrastructure became visible in terms of revived demand for real
estate and automotive products. The company witnessed good demand for
the processed glass. The company witnessed the completion of its float
glass project and commenced productions. However, on account of few
teething problems, it took some time to achieve production stability.
As a result, the proportion of revenues from the float glass division
was not substantial enough for the company during the year under
review.
FLOAT GLASS DIVISION
Location
The Companys float glass division is located at Bharuch, Gujarat. The
unit commenced operations in the year under review. This
state-of-the-art unit is build with the best of European Technology,
reflected in the quality of the float glass produced. The unit is
spread across 150 acres and is fully integrated in terms of power and
processes. The unit is not only in a radius of 200 kms from the
companys processing division at Silvassa but is also in close
proximity to the major consumption markets of Western India
Technological edge
The unit is a marvel of European
Technology. The unit employs world class technology from renowned
companies like Fives Stein, Grezenbach, Zippe, Bovone, Algas, Air
Liquide, etc. The plants installed capacity is 550 pull tonnes/day
Outlook 2010-11
The company has successfully resolved the operational issues with the
plant in the first two months of the plant operations. The year 2010-11
will witness a new chapter for the company, led by the production and
scale of this plant. The year would witness the companys evolution
from being a glass processor to an integrated glass company, having
presence across the value chain à from float glass to processing to
retail point presence. This would not only translate to higher
revenues going forward, but would also result in stronger margins.
PROCESSING DIVISION
Location
The Companys glass processing unit is located in Silvassa, Dadra &
Nagar Haveli. The plant is well-linked and proximate to the major
markets of raw material and demand centres. The unit commenced
operations in 2000 and till now, remained the highest contributing
division to the companys operations. Located at a land area of over
11,000 sqm with built-up area of 6,000 sqm, the plant offers
world-class skills backed with state of the art machines, equipment and
in-house experienced professionals.
Technological edge
Sezals Silvassa plant is a state of the art plant having the ability
to provide solutions across the value chain in glass processing - from
pre-processing to processing to décor. The unit houses machines from
globally renowned companies, like Tamglass (Finland), Bystronic
(Germany), Z. Bavelloni (Italy) and Intermac (Italy). The companys
uncompromising attitude towards quality enabled it to invest in higher
priced machines made by prominent European manufacturers than the low
quality variants.
Major processing strengths
- Customised solutions in cuts & shapes
- Toughening
- Lamination
- Insulation of glasses
- Decorative glass
Décor
The company also initiated the manufacturing of glass items used for
décor purposes such as basins, artworks, mirrors, and other decorative
glass items. The major strategy is to market these products through its
inhouse retailing division Sezal Encassa. Décor glass is the first
choice of architects and designers. The range offers exquisite mirrors,
basins, panels, partitions and other furniture in exclusive and custom
designed versions.
Outlook 2010-11
The year 2010-11 will be a year of higher margins for the company in
wake of operations at the captive float glass division.
RETAIL DIVISION
The companys retail showrooms under the brand Sezal Encasa situated at
different locations in Mumbai speacializing, only in interior products
is one of its kind in India. It houses products of top notch quality
for contemporary lifestyle to enhance home and office interiors, be it
Stylish Designer Ceramics, Sanitaryware & Bath Fittings from Europe,
Classic and Exemplary Arts, Artifacts & Sculptures of modern and Indian
Heritage, Decorative Lights, wallpapers, artefacts, or Glass and Glass
Products. International brands like Pergo Floors, RAK, superlative
bathing products like Kohler Duravit, Roca from European countries,
lights from Artimiede, Glass Applications like Dorma, Spyder and others
are the prestigious brands available at Sezal Encasa.
Our Esteemed Clients
1) Indiabulls Real Estate Company Pvt. Ltd.
2) Kalpataru Limited
3) Kohinoor Planet Constructions Pvt. Ltd.
4) Sunshine Housing & Infrastructure Pvt. Ltd.
5) Housing Development and Infrastructure Ltd.
6) RAS Resort and Apart Hotels Limited
7) Marketcity And Research Center
8) Lodha Builders
9) SSA Architects
10) Vivek Bhole and Associates
Outlook 2010-11
The Company wants to further extend its retailing division to cater to
other cities and towns in the coming years. It is the one-of-its-kind
glass retail outlet and the company foresees a lot of potential in the
division in the future years.
SWOT ANALYSIS
Strengths
- First generation entrepreneur
- Qualified and expert team of professionals and management
- World-class technology and equipment
- Continuous innovation and quality control
- Strong branding
- Favorable demand & supply situation will keep the margins intact
- The Company ventured into production float glass, which is a high
growth segment
Weakness
- New entrant in the manufacturing of float glass.
- Competition from established players with global backing
Opportunities
- Strong entry barrier due to the capital-intensive nature of the
industry.
- Float glass production is going to put the company into a diverse
trajectory
Threats
- Competition in processing from established international players
- Operational teething problems in the new plant
INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal controls to safeguard
and protect from loss, unauthorised use or disposition of its assets.
All transactions are properly authorised, recorded and reported to the
management. The Company is following all the Accounting Standards for
properly maintaining the books of accounts and reporting of financial
statements. The Company has a full fledged Internal Audit department
and has also appointed external Internal Auditors to review various
areas of the operations of the Company. The audit reports are reviewed
by the management and the Audit Committee of the Board periodically.
RISK MANAGEMENT
Economy risk
Any slowdown in the economy is expected to translate into lower demand
for real estate and therefore would impact the consumption of glass
Risk mitigation
- Glass is procured by the real estate players at the very end of the
construction phase, just before possession
- Therefore, in times of economic upturn, the builders defer the
completion of existing projects to focus on upcoming projects.
- However, during slowdown, the focus of the builders is on completion
of the existing projects, thereby resulting in higher demand as against
an upturn from the sector.
- As a result, the float glass demand remains by and large stable in
India, also on account of the traditionally lower per capita
consumption
Competition risk
The company is a new entrant in the segment wherein the major players
involved are established domestic as well as foreign players.
Risk mitigation
- SEZAL has generated considerable goodwill in the market, especially
in the North and West where it has considerable presence.
- The Companys extensive national network, prompt services, well
equipped infrastructure, strong back end process, long term
relationship with clients and a strong team of experienced sales
personnel give it a considerable edge over its peers.
- Repeat orders from clients is almost 100%
Financial risk
The required bank credit may not be available for the companys working
capital intensive business. As a result of tight liquidity and
selective lending by the banks, the applicable interest rates may be
higher. Further, volatile currency movements, depreciation of rupee in
particular, may adversely affect the operations of the company
Risk mitigation
- The company has longstanding relationship with bankers and has
established credibility with them.
- Although the company has overseas operations, currently it doesnt
have any substantial foreign trade transactions.
Human resource risk
In a knowledge-led business, any attrition at the key managerial level
is injurious to the companys profitability
Risk mitigation
- The company has created a successful and scalable business model by
putting people first
- The company ensures a progressive career path for each of its
employees
- High levels of interdepartmental and intra-departmental transparency
allows speedy resolution of the employees concerns
- Continuous efforts for training and development of all personnel
across departments
- The attrition rate in the Company is amongst the lowest in the
industry
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance and Certificate of the Company Secretary
regarding compliance of the conditions of the Corporate Governance as
stipulated in clause 49 of the Listing Agreement with the Stock
Exchanges are enclosed.
HUMAN RESOURCES
The Company recognises that people are its principal assets and that
its continued growth is dependent upon the ability to attract and
retain quality people. The Company has established full-fledged Human
Resources Department which is entrusted with the responsibility of
retaining and developing skills of all its employees. The Company
employed 488 people as on 31.03.2010. The Company also recognises the
importance of providing training and development opportunities to its
people to enhance their skills and experience, which in turn enables
the Company to achieve its business objectives. The industrial
relations were cordial and your directors recognise the teams valuable
contribution and place on record the appreciation for team SEZAL.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and the rules made there under, is provided in the annexure
forming part of this Report. In terms of Section 219(1)(b)(iv) of the
Act, the report and accounts are being sent to the shareholders
excluding the aforesaid annexure. Any shareholder interested in
obtaining copy of the same may write to the Company Secretary at the
Registered Office of the Company. None of the employees listed in the
said Annexure is related to any Director of the Company.
PUBLIC DEPOSITS
The Company has in span of a year and half managed to fairly establish
its Fixed Deposits Scheme amongst the public at large. The Company
introduced the concept of obtaining quarterly confirmations from the
Fixed Deposit Holders for receipt of timely interest which is addressed
to the Statutory Auditors of the Company. This concept, one of its
kind has been appreciated by the Fixed Deposits Holders. The Company
has more than 3000 Fixed Deposit holders as on date.
During the year under review the balance outstanding as on 31st March,
2010 is `807.31 Lacs. There are no unclaimed deposits as on date.
AUDITORS REPORT
The last years global meltdown accompanied by credit crunch had a
cascading effect on the Indian economy, resulting in our industry also
feeling the heat. Moreover the Companys float glass project which was
delayed due to various factors resulted in a cost escalation in the
capex of the project. Due to all this, the fund cycle of the Company
got disrupted and hence there were a few delays in making payments
towards statutory dues and repayments of interest due to banks.
Subsequently, after the close of the year, the Company has paid a major
portion of its outstanding statutory dues. In respect of the interest
payments to the banks the Company even though after a bit of delay has
paid the outstanding interest to the banks.
The observations made by the auditors in their report is self
explanatory and needs no further elaboration under Section 217(3) of
the Companies Act, 1956.
Directors Responsibility Statement
Pursuant to the provisions contained in Sub-Section (2AA) of Section
217 of The Companies Act, 1956, your Directors, hereby confirm that:
a) In the preparation of the annual accounts for the year ended on 31st
March 2010, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any;
b) They have selected the accounting policies in consultation with the
Statutory Auditors and have 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, 2010 and of the profits or loss of the Company for that period;
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; and
d) The annual accounts for the year ended 31st March, 2010 have been
prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information on Conservation of energy, Technology Absorption and
foreign Exchange is given in the Annexure to this report.
AUDITORS
Your Companys auditor M/s. S. S. Puranik and Associates, Chartered
Accountants, Mumbai retire at the conclusion of the forth coming Annual
General Meeting.
Your Company has received a letter from them to the effect that their
re- apointment, if made will be in accordance with the provisions of
Section 224 (1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Banks, Financial Institutions,
Government Authorities, Customers, Vendors and Members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staff and workers of the company.
For and on behalf of the Board of Directors
Sd/-
Amrrut S. Gada
Chairman and Managing Director
Place: Mumbai
Date: August 12, 2010
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