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Directors Report of Shantivijay Jewels Ltd. Company
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Directors Report of Shantivijay Jewels Ltd.

Mar 31, 2015

TO THE MEMBERS,

SHANTIVIJAY JEWELS LIMITED

The Directors present their 42nd Annual Report and the Audited Statement of Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS / STATE OF AFFAIRS

(in Lakhs)

Stand alone for the Company Consolidated

Particulars 2014-15 2013-14 2014-15 2013-14

Income from operations 6885.06 7317.82 9876.30 10125.58

Less : Expenses 6928.63 7146.48 9826.32 9822.76

Depreciation 46.08 63.16 50.52 71.61

Profit /(Loss) from operations before other income and finance costs (89.65) 108.18 (0.54) 231.21

Add: Other Income 52.08 108.36 52.07 108.22

Profit/(Loss) from ordinary activities before finance costs (37.57) 216.54 51.53 339.43

Less: Finance Cost 78.32 76.99 78.32 76.99

Profit/(Loss) from ordinary activities before tax (115.89) 139.55 (26.79) 262.44

Less: Tax expenses 2.70 46.67 2.70 46.67

Net profit/(Loss) from ordinary activities after tax (118.59) 92.88 (29.49) 215.77

Net Profit/(Loss) for the period (118.58) 92.88 (29.49) 215.77

Earnings Per Share (Rs.) s (3.95) 3.09 (0.98) 7.19

2. DIVIDEND / TRANSFER TO RESERVE(S)

In view of loss during the year, the Directors have not recommended any dividend for the financial year under review. No amount is transferred to any reserve.

3. DELISTING OF SHARES AND EXIT OFFER

As per the continuous listing requirements, Company was required to increase its public shareholding to at least 25 percent in the manner specified by SEBI latest by June 3,2013.

Your Company could not achieve the said minimum public shareholding and SEBI had thus issued certain directions vide Order dated June 4, 2013 (the "Order") to the Company.

In order to comply with the said Minimum Public Shareholding, the Promoters of the Company had made two Offers for Sale (OFSs) to the public shareholders. However, public shareholding of 25 percent could not be achieved.

In view of the above, the Promoters offered to acquire all the public shareholding in the Company with a view to delist shares of the Company from BSE Ltd. By public announcement dated November 15, 2014 which was published on November 17, 2014 and Letter of Offer dated November 17, 2014, some of the Promoters made an offer to the public shareholders of the Company to acquire their Equity Shares and consequently delist the Company in accordance with the SEBI Delisting Regulations. By public announcement dated December 10, 2014 which was published on December 11, 2014, the said Promoters accepted and offered to pay the price of Rs. 61/- per Equity Share determined under the reverse book-building process as per the SEBI Delisting Regulations ("Exit Price"). Pursuant to acquisition of the Equity Shares tendered by the Public Shareholders in the Delisting Offer the said promoters along with other members of Promoter/ Promoter Group of the Company currently hold 28,87,764 Equity Shares representing 96.19% of the paid up equity shares capital of the Company. Following the closure of the Delisting Offer, the Company, applied for the delisting of its Equity Shares from the BSE Limited on December 17, 2014. The trading in Equity Shares of the Company had been discontinued on the BSE with effect from January 13, 2015 and the Company is delisted from BSE records with effect from January 20, 2015

Delisting of the Equity Shares means that these shares cannot be traded on the BSE and a liquid market for trading of the Equity Shares will no longer be available.

In accordance with Regulations 21 of the SEBI Delisting Regulations, the said Promoters have also provided a final exit opportunity to the remaining Public Shareholders holding Equity Shares of the Company, to tender their Equity Shares, for a period of 1(One) year at the Exit Price at any time from January 28, 2015 till January 27, 2016 (the "Exit Period"), on the terms and subject to the conditions set out in this Offer Letter ("Exit Offer Letter") which has been dispatched to all the public shareholders of the Company as on the Date of Delisting.

4. DETAILS OF MEETINGS OF THE BOARD AND COMMITTEES

During the year, 5(five) Board meetings were held on

29.05.2014, 29.07.2014, 30.09.2014, 30.10.2014 and

18.02.2015.

Details of attendance by each Director at the said Board meetings are as under:

Name of Director (s) Board Meetings attended during FY 2014-15

Shri. Pradeep Kumar Godha 5

Shri. Anurag Godha 4

Shri. Ambuj A. Kasliwal 5

Shri. Apurva R. Shah 4

Shri. Jayant B. Shah 4

Shri. Tushar Mavani 4

Mr. Jeffrey K. Stern Nil

During the year, 4 (four) Audit Committee meetings were held on 29.05.2014, 29.07.2014, 30.09.2014 and 30.10.2014. Details of attendance by each Director being member of this Committee are as under:

Name of Committee Audit Committee Member(s) Meetings attended during FY 2014-15

Shri. Ambuj A. Kasliwal, Chairman 4

Shri. Apurva Shah 3

Shri. J. B. Shah 4

During the year, 1(One) Nomination and Remuneration Committee (NRC) meeting was held on 29.07.2014. Details of attendance by each Director being member of this Committee are as under:

Name of Committee NRC Meetings Member(s) attended during FY 2014-15

Shri. Ambuj A. Kasliwal, Chairman 1

Shri. Apurva Shah 1

Shri. Jayant Shah 1

Shri. Tushar Mavani 1

No meeting was held by Stakeholders' Relationship Committee during FY 2014-15.

5. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the year under review.

6. SUBSIDIARIES / ASSOCIATES / JOINE VENTURES

The Company has two subsidiary companies, namely, Shantivijay International Limited, Mauritius with its one step down subsidiary, Shantivijay Impex DMCC. There are no changes in subsidiaries. There are no joint venture or associate companies.

In accordance with Section 129(3) of the Companies Act 2013, consolidated financial statements of the Company and all its subsidiaries are prepared, which form part of Annual Report. Further a statement containing salient features of the financial statement of our Subsidiaries in the prescribed format AOC-1 is included in the Report as Annexure 'A' and forms as integral part of this Report. The statement also provides the details of performance, financial position of each of the Subsidiaries.

7. EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies(Management and administration) Rules, 2014 is furnished in Annexure 'B' and forms an integral part of this report.

8. DIRECTORS

Shri Apurva Shah, Shri. Ambuj Kasliwal, Shri. Jayant Shah and Shri. Tushar Mavani were appointed as Independent Directors for a period of 1(one) year with effect from 29th September, 2014.

In accordance with the provisions of the Companies Act, 2013, Shri. Pradeep Kumar Godha, Managing Director, has offered to retire by rotation and, being eligible, offers himself for reappointment.

9. KEY MANAGERIAL PERSONNEL

During the year 2014-15, Directors namely Shri Pradeep Kumar Godha and Shri Anurag Godha were re-appointed as the Managing Director for a period of 5 (five) years with effect from 1st September, 2014.

Ms. Saritha Shetty was appointed as the Chief Financial Officer (CFO) of the Company with effect from 1st June, 2014.

10 DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY COMPANY

The details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

12. RELATED PARTY TRANSACTIONS

Particulars of related party transactions are given in prescribed Form AOC-2 annexed as Annexure 'C'

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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 except interim order from Securities And Exchange Board of India (SEBI) passed on 14th August, 2014 in the matter of non- compliance with the minimum public shareholding requirements.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors' had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. 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.

15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company's internal control systems commensurate with the nature and size of its business operations.

17. PARTICULARS OF EMPLOYEES

There are no particulars to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. STATUTORY AUDITOR & AUDITOR'S REPORT

B. F. Chordia & Co., Chartered Accountants (Firm Regn. No. FRN:101914W), Statutory Auditors of the Company hold office up to conclusion of ensuing Annual General Meeting (AGM). As required under Section 139(1) of the Companies Act, 2013, the Company is required to appoint Auditors to hold office from conclusion of ensuing 42nd AGM until the conclusion of 47th AGM, subject to ratification by members at every AGM. The Company has obtained written consent and letter confirming eligibility from B. F. Chordia & Co. Members are requested to appoint Auditors and fix their remuneration.

There is no audit qualification, reservation, or adverse remark or disclaimer in the Auditor's Report for the year under review.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR related provisions of the Companies Act, 2013 do not apply to the Company as the Company does not meet profit, turnover or net worth criteria prescribed in this regard.

20. DISCLOSURE ON WOMEN AT WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no case was reported in this regard.

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

(A) Conservation of energy-

(i) Steps taken or impact on conservation of energy:

No specific steps are taken on conservation of energy.

(ii) Steps taken by the Company for utilizing alternative sources of energy:

No specific steps are taken for utilizing alternative sources of energy.

(iii) Capital investment on energy conservation equipments: Nil.

(B) Technology absorption-

(i) The efforts made towards technology absorption:

The Company keeps itself abreast of the technical developments in Company's line of products world wide and tries to bring about improvements in the product for better yield, quality and cost effectiveness, etc.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

As a result of above, the following benefits are achieved:

- Cost Reduction

- Achievement in precision & quality

- Use of indigenous equipment as import substitute.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has not imported any technology

(iv) The expenditure incurred on Research and Development: Nil.

(C) Foreign exchange earnings and Outgo-

(Rs. in Lakhs) 2014-15 2013-14

Foreign Exchange earned 6292.84 6958.63

Foreign Exchange used: 1154.78 1150.13

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No other material change and commitments affecting financial position of the Company occurred between the end of financial year and the date of this report.

23. RISK MANAGEMENT POLICY

The Company has not developed and implemented a formal risk management policy for the Company. However, the Board of Directors periodically as a part of its review of the business consider and discuss the external and internal risk factors like markets related, foreign currency rate fluctuations, supply/logistics related, debtors collections, Government policy related matters that may threaten the existence of the Company.

24. ACKNOWLEDGEMENT

The Directors would like to place on record their appreciation for the valuable co-operation extended to the Company by the employees of the Company, Government Departments, Bankers, Suppliers, Customers and Investors at large for their continuous support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place: Mumbai PRADEEP KUMAR GODHA

Dated: 05.08.2015 CHAIRMAN & MANAGING DIRECTOR

DIN- 00008194


Mar 31, 2013

TO THE MEMBERS OF SHANTIVIJAY JEWELS LIMITED

The Directors present their 40th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

(Rs. in Lakhs)

Stand alone for the Company Consolidated Particulars 2012-13 2011-12 2012-13 2011-12

Income from operations 6332.37 5125.88 8650.43 7165.02

Less : Expenses 6237.39 4996.97 8381.66 6821.77

Depreciation 60.92 49.55 68.52 56.78

Profit from operations before other income and finance costs 34.06 79.36 200.25 286.47

Add : Other Income 203.63 144.03 202.38 142.89

Profit from ordinary activities before finance costs 237.69 223.39 402.63 429.36

Less: Finance Cost 67.07 91.45 67.07 91.45

Profit from ordinary activities before tax 170.62 131.94 335.56 337.91

Less: Tax expenses 54.61 42.28 54.61 42.28

Net profit from ordinary activities after tax 116.01 89.66 280.95 295.63

Net Profit for the period 116.01 89.66 280.95 295.63

Earning Per Share (Rs.) 3.86 2.99 9.36 9.85

DIVIDEND

With a view to conserve resources, your Directors have not recommended any dividend for the year under review.

OPERATIONS

During the year under review, Sales & Operating Income was Rs.6332.37 lakhs as compared to Rs.5125.88 lakhs in the previous year with increase of over 23%. Consolidated Sales & operating Income have been Rs.8650.43 lakhs as compared to Rs. 7165.02 lakhs in the previous year with increase of over 20%. Consolidated Net Profit has been Rs.280.95 lakhs as against Rs.295.63 lakhs in the previous year with marginal decline of about 5%.

The Company has sustained its performance in spite of weak and uncertain global economic conditions on account of better sales efforts and well acceptance of quality products offered by the Company and controlled costs.

SUBSIDIARY COMPANIES

The Company has two subsidiary companies, namely, Shantivijay International Limited, Mauritius with its one step down subsidiary, Shantivijay Impex DMCC.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Tushar Mavani and Mr. Jayant Shah retire by rotation and, being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditor''s Certificate.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report prescribed under the Listing Agreement is included as a part of the Annual Report.

DISCLOSURE OF PARTICULARS

Particulars 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 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in the annexure to this Report.

There are no particulars to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, we hereby state:

(i) That in the preparation of the annual accounts for the Year ended March 31, 2013 the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under Section 383A of the Companies Act, 1956 from Sunil M. Dedhia & Co., Company Secretaries, Mumbai is attached herewith.

AUDITORS

B. F. Chordia & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT

The Directors would like to place on record their appreciation for the valuable co-operation extended to the Company by the employees of the Company, Government Departments, Bankers, Suppliers, Customers and Investors at large for their continuous support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PRADEEP KUMAR GODHA

CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Dated: 28th May, 2013


Mar 31, 2012

TO THE MEMBERS OF SHANTIVIJAY JEWELS LIMITED

The Directors present their 39th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS (Rs.in Lakhs)

Stand alone for the Company Consolidated

Particulars 2011-12 2010-11 2011-12 2010-11

Income from operations 5178.85 5227.94 7217.98 7173.96

Less : Expenses 4999.95 5134.98 6825.90 6943.18

Depreciation 49.56 34.79 56.78 41.51

Profit from operations before other income and finance costs 129.34 58.16 335.30 189.27

Add : Other Income 77.41 78.98 77.41 78.98

Profit from ordinary activities before finance costs 206.75 137.14 412.71 268.25

Less: Finance Cost 74.81 33.38 74.81 33.38

Profit from ordinary activities before tax 131.94 103.76 337.91 234.87

Less: Tax expenses 42.28 26.33 42.28 26.33

Net profit from ordinary activities after tax 89.67 77.43 295.63 208.54

Net Profit for the period 89.67 77.43 295.63 208.54

Earning Per Share 2.99 2.58 9.85 6.95

DIVIDEND

The Directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of dividend of Rs1.50ps per share (15%) for the year ended 31st March, 2012. The amount of dividend and tax thereon would result in aggregate pay out of Rs52.33 lakhs.

OPERATIONS

During the year under review, Sales & Operating Income was Rs5178.85 lakhs as compared to Rs5227.94 lakhs in the previous year. Consolidated Sales & operating Income have been sustained with marginal decline. Net Profit has been Rs89.67 lakhs as against Rs77.43 lakhs in the previous year with increase of about 15.81%.

The Company has sustained its performance in spite of weak and uncertain global economic conditions on account of better sales efforts and well acceptance of quality products offered by the Company and controlled costs.

SUBSIDIARY COMPANIES

The Company had two subsidiary companies, namely, Shantivijay International Limited, Mauritius with its one step down subsidiary, Shantivijay Impex DMCC.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs, vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ambuj Kasliwal and Mr. Jeffrey K. Stern retire by rotation and, being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditor's Certificate.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report prescribed under the Listing Agreement is included as a part of the Annual Report.

DISCLOSURE OF PARTICULARS

Particulars 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 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in the annexure to this Report.

There are no particulars to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, we hereby state:

(i) That in the preparation of the annual accounts for the Year ended March 31, 2012 the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under Section 383A of the Companies Act, 1956 from Sunil M. Dedhia & Co., Company Secretaries, Mumbai is attached herewith.

AUDITORS

B. F. Chordia & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT

The Directors would like to place on record their appreciation for the valuable co-operation extended to the Company by the employees of the Company, Government Departments, Bankers, Suppliers, Customers and Investors at large for their continuous support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PRADEEP KUMAR GODHA

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Dated: 11th May, 2012


Mar 31, 2010

The Directors present their 37th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars Stand alone for the Company Consolidated

2009-10 2008-09 2009-10 2008-09

Sales & Operating Income 4672.39 5474.78 6119.37 7233.95

Other Income 54.83 53.39 55.95 53.39

Total Income 4727.22 5528.17 6175.32 7287.34

Less: Operating costs 4728.88 5215.68 6068.08 6897.46

Depreciation 32.73 35.25 33.22 35.64

Operating Profit/(Loss) (34.39) 277.24 74.02 354.24

Less: Interest 22.74 72.52 22.74 72.52

Extra-ordinary Items -- -- -- --

Profit/(Loss) Before Tax (57.13) 204.72 51.28 281.72

Less Provision for Taxation

- Earlier Years 44.61 74.01 44.61 74.01

- Fringe Benefit Tax - 2.04 - 2.04

- Deferred (1.38) (1.70) (1.38) (1.70)

Prof it After Tax (100.36) 130.37 8.05 207.37

Add: Surplus brought forward 451.86 321.49 1049.54 842.17

Profit available for appropriation 351.50 451.86 1057.59 1049.54 Appropriations:

Transferred to General Reserve -- -- -- --

Proposed Dividend -- -- -- --

Tax on Dividend -- -- -- --

Balance carried to Balance Sheet 351.50 451.86 1057.59 1049.54

Earning Per Share (3.34) 4.34 0.27 6.91

DIVIDEND

In view of loss made during the year, your Directors have not recommended any dividend for the year under review.

OPERATIONS

During the year under review, Sales & Operating Income was Rs.4672.39 lakhs as against Rs. 5474.78 lakhs in the previous year. Consolidated Sales & operating Income have also been lower. Operating Loss has been Rs.34.39 lakhs as against Operating Profit of Rs. 277.24 lakhs in the previous year. Net Loss has been Rs. 100.36 lakhs as against Net Profit of Rs. 130.37 lakhs in the previous year. The Company has incurred loss mainly on account of lower volumes due to adverse global factors, loss on account foreign currency rate fluctuations and increased raw material costs which in turn also affected margins. The Company has been able to contain loss by stringent controlled costs model and lower interest cost.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts of Shantivijay International Limited, Mauritius, Shantivijay Impex FZCO, Dubai, U.A.E. and Shantivijay Impex DMCC along with the reports of the Board of Directors and Auditors Reports thereon for the financial year ended 31st March, 2010 are annexed.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jeffrey K. Stern and Shri. Tushar Mavani retires by rotation and, being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors Certificate.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report prescribed under the Listing Agreement is included as a part of the Annual Report.

DISCLOSURE OF PARTICULARS

Particulars 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 relating to conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo are given in the annexure to this Report.

There are no particulars to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, we hereby state :

(i) That in the preparation of the annual accounts for the Year ended March 31,2010 the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under Section 383A of the Companies Act, 2956 is attached hereto.

AUDITORS

B. F. Chordia & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT

The Directors would like to place on record their appreciation for the valuable co-operation extended to the Company by the employees of the Company, Government Departments, Bankers, Suppliers, Customers and Investors at large for their continuous support to the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PRADEEP KUMAR GODHA

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Dated: 30th June, 2010

 
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