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Directors Report of Shilp Gravures Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Directors'' Report along with the Audited Accounts of the Company for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(a) Standalone Financial Results of Shilp Gravures Limited

(Rs. in Lacs) Particulars For the year For the year ended on ended on 31st March, 2014 31st March, 2013

Revenue from Operations and Other Income 5438.93 5483.97

Profit Before Depreciation and Amortisation expenses, Finance Cost and Tax 1505.02 1571.33

Less : Depreciation and Amortisation expenses 646.31 622.12

Finance Cost 224.70 186.84

Profit before Tax 634.01 762.37

Less : Current tax expense for current year 164.39 180.29

Deferred tax 46.68 32.95

Net Profit after Tax 422.94 549.13

Balance Brought Forward 1967.56 1826.36

Amount available for appropriations 2390.50 2375.49

Appropriation:

General Reserves 25.00 300.00

Proposed Dividend 73.80 92.24

Corporate Dividend Tax 12.54 15.68

Balance Carried to Balance Sheet 2279.16 1967.57

(b) Consolidated Financial Results of Shilp Gravures Limited, Subsidiary Company and Joint Venture Company

(Rs. in Lacs)

Particulars For the year For the year ended on ended on 31st March, 2014 31st March, 2013

Revenue from Operations and Other Income 6092.13 6076.26

Profit Before Depreciation and Amortisation expenses, Finance Cost and Tax 1367.42 1578.92

Less : Depreciation and Amortisation expenses 660.42 623.85

Finance Cost 262.72 187.57

Profit before Tax 444.28 767.50

Less : Current tax expense for current year 164.39 181.20

Deferred tax 64.02 32.67

Net Profit after Tax 215.87 553.63

Less : Minority Interest (32.74) 2.30

Profit Attributable to Shareholders of the Company 248.61 551.33

Balance Brought Forward 1967.44 1824.04

Amount available for appropriations 2216.05 2375.37 Appropriation:

General Reserves 25.00 300.00

Proposed Dividend 73.80 92.25

Corporate Dividend Tax 12.54 15.68

Balance Carried to Balance Sheet 2104.71 1967.44

2. RESULTS OF OPERATIONS:

Standalone Accounts

* Total Revenue during the financial year 2013 - 14 decreased to 5438.92 Lacs from Rs. 5483.97 Lacs during the previous year.

* Profit after Tax was Rs. 422.94 Lacs during the financial year 2013-14 as compared to Rs. 549.13 during the previous year, a decrease of 24.42%.

* Earnings Per Share was Rs. 6.88 during the Financial year 2013-14 as compared to Rs. 8.93 during the previous year, a decrease of 24.42%

Consolidated Accounts

* Consolidated total Revenue during the Financial Year 2013-14 comes to Rs. 6547.50 Lacs as compared to Rs. 6076.26 Lacs in Previous Year.

3. APPROPRIATIONS & RESERVES

Dividend

Based on the Company''s performance for the financial year 2013 - 14 and a positive outlook for the future, the Board of Directors ("the Board") are pleased to recommend a final dividend of Rs. 1.20/- per share, being 12.00% on the par value of Rs. 10/- per share on 6,149,800 Equity Shares of the Company to be appropriated from the profits of the Company for the financial year 2013 - 14. The proposed dividend would absorb Rs. 86.34 lacs including corporate dividend tax.

Transfer to Reserves

The Company proposes to transfer a sum of Rs. 25.00 Lacs to the General Reserve being 5.91% of the Current year''s profit in accordance with Companies (transfer of profits to Reserves) Rules, 1975.

4. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has only one Subsidiary as on March 31, 2014 by the name of "ReShilp Equipments (India) Private Limited. There has been no material change in the nature of the business of the subsidiary. The Board of Directors of the Company regularly reviews the affairs of this Subsidiary.

As required under the Listing Agreement entered into with the Stock Exchange, consolidated Financial Statements of the Company and its subsidiary and associate company are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiary and its associate Company.

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 company with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/ its subsidiary seeing such information and are available for inspection by any member of the Company/ its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be made available for inspection at the head office/ registered office of the subsidiary Company.

5. JOINT VENTURE

As at 31st March, 2014, the Company has one Joint Venture Company (hereinafter called as "JVC") by the name of "HMSU Rollers (India) Private Limited". The plant of the JVC is located in Taluka: Bavla, Ahmedabad, Gujarat. Your Company holds 20% stake in the JVC.

6. FIXED DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

7. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

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

The information to be disclosed as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure ''A'' to this report.

9. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of limits prescribed by Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended by notification no. 179 dated 31st March, 2011.

10. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement entered into with the Stock Exchange, corporate Governance Report and Management Discussion and Analysis Report are attached and form part of this report.

11. DIRECTORS:

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange, appointed Mr. Chinubhai Shah, Mr. Shailesh Desai, Dr. Navin Patel, Mr. Rajendra Shah, Mr. Jainand Vyas and Mr. Nipam Shah as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 01, 2014, every listed public Company is required to have atleast one-third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Vitthaldas Patel, Director, retires by rotation and being eligible have offered himself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Monica Kanuga was appointed as an Additional Director w.e.f. 26th July, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Monica Kanuga for appointment as a Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Whole Time Directors, Mr. Roshan Shah and Mr. Gajanan Bhavsar, hold office on non rotational basis. However, on account of all the Independent Directors becoming non rotational by operation of law, it would become imperative to make the offices of the Whole Time Directors liable to retire by rotation to ensure the compliance of the prescribed number of rotational directors. In pursuance to the same, it is proposed to change the term of appointment of the said Whole Time Directors to the extent of making them liable to retire by rotation.

13. AUDITORS:

The Auditors Report forming part of this Annual Report does not contain any qualification and is self explanatory.

M/s. Deloitte Haskins & Sells (DHS), (ICAI firm Registration Number 117365W), Chartered Accountants (CAs), Ahmedabad, who were the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint DHS as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Twenty Fifth AGM to be held in the year 2018, subject to ratification of their appointment at every AGM.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

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

ii) the accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-2014 and the profit of the Company for that period;

iii) 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

iv) the Annual Accounts have been prepared on a ''going concern basis''.

15. COST RECORDS AND COST AUDITORS:

In terms of requirement of the Companies (Cost Accounting Records) Rules, 2011, your Company is maintaining prescribed cost records and the Compliance Report along with the prescribed annexure thereon will be filed with the Central Government within prescribed time. Further vide cost order dated: November 06, 2012 issued by Cost Audit Branch, Ministry of Corporate Affairs, the Company required to get its cost records audited from financial year 2013 onwards and therefore the Company has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm Registration No. 000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2014.

16. ACKNOWLEDMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from Auditors, Bankers, Statutory Authorities, Customers, Vendors, Consultants as well as Shareholders during the year.

Your Directors also wish to place on record their appreciation for the dedicated services and contribution given by all the employees of the Company. Your Directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.

On Behalf of the Board

Ambar Patel - Managing Director Place : Rakanpur Roshan Shah - Whole Time Director Date : 26.07.2014 G V Bhavsar - Whole Time Director


Mar 31, 2013

The Directors have pleasure in presenting the Twentieth Director''s Report along with the Audited Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(a) Standalone Financial Results of Shilp Gravures Limited

(Rs. in Lacs)

Particulars For the year For the year ended on ended on 31st March, 2013 31st March, 2012

Revenue from Operations and Other Income 5482.65 5606.36

Profit Before Depreciation and Amortisation expenses, Finance Cost and Tax 1570.98 1518.37

Less : Depreciation and Amortisation expenses 622.12 579.32

Finance Cost 186.84 200.65

Profit before Tax 762.02 738.40

Less : Current tax expense for current year 179.93 165.56

Deferred tax 32.96 45.90

Net Profit after Tax 549.13 526.94

Balance Brought Forward 1826.36 1606.63

Amount available for appropriations 2375.49 2133.57

Appropriation:

General Reserves 300.00 200.00

Proposed Dividend 92.25 92.25

Corporate Dividend Tax 15.68 14.96

Balance Carried to Balance Sheet 1967.56 1826.36

(b) Consolidated Financial Results of Shilp Gravures Limited, Subsidiary Company and Joint Venture Company

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

Revenue from Operations and Other Income 6074.94 5728.93

Profit Before Depreciation and Amortisation expenses, Finance Cost and Tax 1578.92 1524.64

Less : Depreciation and Amortisation expenses 623.85 580.02

Finance Cost 187.57 200.83

Profit before Tax 767.50 743.79

Less : Current tax expense for current year 181.20 169.32

Deferred tax 32.67 46.49

Net Profit after Tax 553.63 527.98

Minority Interest 2.30 3.34

Profit Attributable to Shareholders of the Company 551.33 524.64

Balance Brought Forward 1824.06 1606.63

Amount available for appropriations 2375.39 2131.27

Appropriation:

General Reserves 300.00 200.00

Proposed Dividend 92.25 92.25

Corporate Dividend Tax 15.68 14.96

Balance Carried to Balance Sheet 1967.45 1824.06

2. RESULTS OF OPERATIONS: Standalone Accounts

- Total Revenue during the financial year 2012 - 13 decreased to 5482.65 Lacs from Rs. 5606.36 Lacs during the previous year.

- Profit after Tax was Rs. 549.13 Lacs during the financial year 2012-13 as compared to Rs. 526.94 Lacs during the previous year, an increase of 4.21%.

- Earnings Per Share was Rs. 8.93 during the Financial year 2012-13 as compared to Rs. 8.57 during the previous year, as increase of 4.20 %

Consolidated Accounts

- Consolidated total Revenue during the Financial Year 2012-13 comes to Rs. 6074.94 Lacs as compared to Rs. 5728.93 Lacs in Previous Year.

3. APPROPRIATIONS & RESERVES

Dividend

Taking into consideration the profits for the financial year 2012-13 and a positive outlook for the future, the Board of Directors ("the Board") is pleased to recommend a final dividend of Rs. 1.50/- per share, being 15% on the par value of Rs. 10/- per share on 6,149,800 Equity Shares of the Company to be appropriated from the profits of the Company for the financial year 2012-13. The proposed dividend would absorb Rs. 107.92 lacs including corporate dividend tax.

Transfer to Reserves

It is proposed to transfer a sum of Rs. 300.00 Lacs to the General Reserve being 54.63% of the Current year''s profit in accordance with Companies (transfer of profits to Reserves) Rules, 1975.

4. SUBSIDIARY

As on 31st March, 2013, Company has only one Subsidiary in the name of "ReShilp Equipments (India) Private Limited". The Board of Directors of the Company regularly reviews the affairs of this Subsidiary.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss (referred to as Financial Statements) of our Subsidiary. The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated 08th February, 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies Publish the audited consolidated financial statement in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the Financial Statements of our Subsidiary. As directed under said circular, information in aggregate in respect of subsidiary i.e. (a) Capital, (b) Reserves, (c), Total Assets, (d) Total Liabilities, (e) Details of Investments (except in case of Subsidiaries), (f) Turnover, (g) Profit before Taxation and (j) Proposed Dividend for subsidiary, if any, has been disclosed in brief abstract forming part of the Consolidated Balance Sheet.

Further, the Audited Accounts and related detailed information of our subsidiary will be made available to shareholders seeking such information at any point of time. The annual Accounts of the Subsidiary Company will also be available for inspection by any Shareholder at the Registered Office of the Company and Registered office of the Subsidiary company during business hours. The same will be hosted on the website of your Company, www.shilpgravures.com.

5. JOINT VENTURE

Your company has only one Joint Venture Agreement and based on the same, incorporated a new Joint Venture Company (hereinafter called as "JVC") in the name of "HMSU Rollers (India) Private Limited" with an object of manufacturing all types of Rubber Rollers and Poly Urethane Rollers used for printing, converting, textiles, steel, aluminium, copper, polymers, paper and packaging industries. Your Company holds 20% stake in the New Joint Venture Company. The factory building has been set up for new JVC and it has recently commensurate with its Commercial Production.

6. DEPOSITS:

During the year under review, the Company has not accepted public deposits under section 58A and 58AA of the Companies Act, 1956.

7. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

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

The information to be disclosed as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure ‘A'' to this report.

9. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of limits prescribed by Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended by notification no. 179 dated 31st March, 2011.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is included in the Annual Report as separate section.

11. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as separate section.

12. DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Dr. Navin P. Patel and Mr. Jainand G. Vyas are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re - appointment.

The Notice convening Annual General Meeting includes resolutions for re - appointment of Dr. Navin P. Patel and Mr. Jainand G. Vyas along with their brief details.

13. AUDITORS:

The Auditors Report forming part of this Annual Report does not contain any qualification and is self explanatory.

Your Company''s Statutory Auditor, M/s Deloitte, Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received written certificate from the Auditors stating that their re-appointment, if made, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

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

ii) the accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2012-2013 and the profit of the Company for that period;

iii) 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

iv) the Annual Accounts have been prepared on a ‘going concern basis''.

15. COST RECORDS AND COST AUDITORS:

In terms of requirement of the Companies (Cost Accounting Records) Rules, 2011, your Company is maintaining prescribed cost records and the Compliance Report along with the prescribed annexure thereon will be filed with the Central Government within prescribed time. Further vide cost order dated: November 06, 2012 issued by Cost Audit Branch, Ministry of Corporate Affairs, the Company required to get its cost records audited from financial year 2013 onwards and therefore the Company has appointed M/s. Dalwadi and Associates, Cost Accountants (Firm Registration No. 00338) as its Cost Auditors to audit the cost records of the Company for the financial year 2013.

16. ACKNOWLEDMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from Auditors, Bankers, Statutory Authorities, Customers, Vendors, Consultants as well as Shareholders during the year.

Your Directors also wish to place on record their appreciation for the dedicated services and contribution given by all the employees of the Company. Your Directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.

On Behalf of the Board of Directors of Shilp Gravures Limited Ambar Patel - Managing Director

Place : Rakanpur Roshan Shah - Whole Time Director

Date : 4th May, 2013 G V Bhavsar - Whole Time Director


Mar 31, 2012

The Directors have pleasure in presenting the 19th Director's Report along with the Audited Accounts of the Company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(a) Standalone Financial Results of Shilp Gravures Limited

(Rs. in Lacs)

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

Revenue from Operations and Other Income 5606.36 5079.82

Profit Before Depreciation and Amortisation expenses, Finance Cost and Tax 1518.37 1331.20

Less : Depreciation and Amortisation expenses 579.32 632.04

Finance Cost 200.65 233.96

Profit before Tax 738.40 465.20

Less : Current tax expense for current year 165.56 170.83

Deferred tax 45.90 (39.38)

Net Profit after Tax 526.94 333.75

Balance Brought Forward 1606.62 1395.71

Amount available for appropriations 2133.56 1729.46

Appropriation:

General Reserves 200.00 33.50

Proposed Dividend 92.24 76.87

Corporate Dividend Tax 14.96 12.47

Balance Carried to Balance Sheet 1826.36 1606.62

2. RESULTS OF OPERATIONS: Standalone Accounts

- Total Revenue during the financial year 2011-12 increased to 5606.36 Lacs from Rs. 5079.82 Lacs during the previous year, a growth of 10.37%.

- Profit after Tax was Rs. 526.94 Lacs during the Financial year 2011-12 as compared to Rs. 333.75 during the previous year, an increase by 57.88%

- Earnings Per Share was Rs. 8.57 during the Financial year 2011-12 as compared to Rs. 5.43 during the previous year, as increase by 57.88 %

Consolidated Accounts

- Consolidated total Revenue during the financial year 2011-12 comes to Rs. 5728.93 Lacs.

3. APPROPRIATIONS & RESERVES:

Dividend

Taking into consideration the profits for the financial year 2011-12 and a positive outlook for the future. The Board of Directors ("the Board") is pleased to recommend a final dividend of Rs. 1.50/- per share, being 15.00% on the par value of Rs. 10/- per share on 6,149,800 Equity Shares of the Company to be appropriated from the profits of the Company for the financial year 2011-12. The proposed dividend would absorb Rs. 107.20 lacs including corporate dividend tax.

Transfer to Reserves

It is proposed to transfer a sum of Rs. 200.00 Lacs to the General Reserve being 37.88% of the Current year's profit in accordance with Companies (transfer of profits to Reserves) Rules, 1975.

4. SUBSIDIARY:

During the year, your company has entered into Joint Venture Agreement with Re S.p.A. Controlli Industriali; an Italy based Company and incorporated a new Joint Venture Company in the name of "ReShilp Equipments (India) Private Limited" with an object of manufacturing all types of Web Control & Reel Management systems and other related plants. Your Company holds 51.00% stake in the New Joint Venture Company

As on 31st March, 2012, Company has only one Subsidiary in the name of "ReShilp Equipments (India) Private Limited". The Board of Directors of the Company regularly reviews the affairs of this Subsidiary.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Statement of Profit and Loss (referred to as Financial Statements) of our Subsidiary. The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated 08th February, 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies Publish the audited consolidated financial statement in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the Financial Statements of our Subsidiary. As directed under said circular, information in aggregate in respect of subsidiary i.e. (a) Capital, (b) Reserves, (c), Total Assets, (d) Total Liabilities, (e) Details of Investments (except in case of Subsidiaries), (f) Turnover, (g) Profit before Taxation and (j) Proposed

Dividend for subsidiary, if any, has been disclosed in brief abstract forming part of the Consolidated Balance Sheet.

Further, the Audited Accounts and related detailed information of our subsidiary will be made available to shareholders seeking such information at any point of time. The annual Accounts of the Subsidiary Company will also be available for inspection by any Shareholder at the Registered Office of the Company and Registered office of the Subsidiary company during business hours. The same will be hosted on the website of your Company, www.shilpgravures.com.

5. JOINT VENTURE:

During the year, your company has entered into Joint Venture Agreement collectively with Unimark International Pvt. Ltd, a Kolkata based Company, Mitex Gummifabrik Hans Knott GmbH, a Germany based Company and Hannecard, a Belgium based Company and incorporated a new Joint Venture Company in the name of "HMSU Rollers (India) Private Limited" with an object of manufacturing all types of Rubber Rollers and Poly Urethane Rollers used for printing, converting, textiles, steel, aluminium, copper, polymers, paper and packaging industries. Your Company holds 20% stake in the New Joint Venture Company.

6. DEPOSITS:

The cumulative deposits accepted by your Company as at 31st March, 2012 were Rs. 2.50 Lacs.

7. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

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

The information to be disclosed as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure 'A' to this report.

9. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of limits prescribed by Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended by notification no. 179 dated 31st March, 2011.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is included in the Annual Report as separate section.

11. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as separate section.

12. DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. Vitthaldas H. Patel and Mr. Shailesh C. Desai are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re - appointment.

The Notice convening Annual General Meeting includes resolutions for re - appointment of Mr. Vitthaldas H. Patel and Mr. Shailesh C. Desai along with their brief details.

13. AUDITORS:

The Auditors Report forming part of this Annual Report does not contain any qualification and is self explanatory.

Your Company's Statutory Auditor, M/s Deloitte, Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received written certificate from the Auditors stating that their re-appointment, if made, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

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

ii) the accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and the profit of the Company for that period;

iii) 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

iv) the Annual Accounts have been prepared on a 'going concern basis'.

15. ACKNOWLEDMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from Auditors, Bankers, Statutory Authorities, Customers, Vendors, Consultants as well as Shareholders during the year.

Your Directors also wish to place on record their appreciation for the dedicated services and contribution given by all the employees of the Company. Your Directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.

On Behalf of the Board

Ambar Patel - Managing Director

Place : Rakanpur Roshan Shah - Whole Time Director

Date : 28th April, 2012 G V Bhavsar - Whole Time Director

 
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