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Directors Report of Shilp Gravures Ltd.

Mar 31, 2016

To

The Members,

SHILP GRAVURES LIMITED

The Directors have pleasure in presenting the 23rd Annual Report on the working of the Company together with the Audited Accounts of the Company for the year ended on 31st March, 2016.

FINANCIAL HIGHLIGHTS

(a) Standalone Financial Results of Shilp Gravures Limited

(Rs. in Lacs)

Particulars

For the year ended on

For the year ended on

31st March, 2016

31st March, 2015

Revenue from Operations and Other Income

6189.90

5819.62

Profit Before Depreciation and Amortization expenses, Finance Cost and Tax

1578.87

1453.78

Less: Depreciation and Amortization expenses

606.92

623.98

Finance Cost

169.55

215.16

Exceptional Items

267.19

-

Profit before Tax

535.21

614.64

Less: Current tax expense for current year

266.13

164.20

Short provision for tax relating to prior years

2.70

0.99

Deferred tax

(36.64)

(4.64)

Net Profit after Tax

303.02

454.09

Balance Brought Forward

2555.14

2279.16

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (net of deferred tax)

-

(64.55)

Amount available for appropriations

2858.16

2668.70

Appropriation:

General Reserves

25.00

25.00

Proposed Dividend

73.80

73.80

Corporate Dividend Tax

15.02

14.76

Balance Carried to Balance Sheet

2744.34

2555.14

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

(Rs.in Lacs)

Particulars

For the year ended on 31st March, 2016

For the year ended on 31st March, 2015

A - CONTINUING OPERATIONS

Revenue from Operations and Other Income

6198.60

5819.62

Profit Before Depreciation and Amortization expenses, Finance Cost and Tax

1587.57

1453.77

Less: Depreciation and Amortization expenses

606.92

623.98

Finance Cost

169.55

215.16

Profit before Tax

811.10

614.64

Less: Current tax expense for current year

263.13

164.20

Short provision for tax relating to prior years

2.70

0.99

Deferred tax

(36.64)

(4.64)

Profit from Continuing Operations

578.91

454.09

B - DISCONTINUING OPERATIONS

Loss from discontinuing operation

85.01

73.25

Gain on disposal of assets / settlement of liabilities attributable to the discontinuing operations

68.93

-

Tax expenses attributable to ordinary activity of discontinuing business

4.81

(17.90)

Loss from discontinuing operations

20.89

55.35

Less: Minority Interest

4.97

19.60

Profit Attributable to Shareholders of the Company

553.05

379.14

Balance Brought Forward

2305.11

2250.12

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (net of deferred tax)

-

(65.17)

Amount available for appropriations

2858.16

2418.66

Appropriation:

General Reserves

25.00

25.00

Proposed Dividend

73.80

73.80

Corporate Dividend Tax

15.02

14.76

Balance Carried to Balance Sheet

2744.34

2305.11

OPERATIONS & STATE OF AFFAIRS

Your Company has achieved a gross turnover of Rs. 6579.81 Lacs as compared to that of Rs. 6143.36 Lacs in the previous year. However, considering the consolidated losses incurred during the year, the Profit after Tax has been affected and due to which the Net Profit has decreased to Rs. 303.02 Lacs for the year under review as compared to Rs. 454.08 Lacs in the previous year. While during the year, the Company has paid off its long-term liabilities aggregating to Rs. 434.23 Lacs and thus the debt equity ratio of the Company emerges to 0.55. With this the Management is able to achieve the position of a debt free company.

DIVIDEND & RESERVES

In consideration to the stagnant performance of the Company for the financial year 2015 - 16, the Board of Directors ("the Board") have decided to recommend a final dividend of Rs. 1.20/- per share, being 12.00% (at par with the previous year) on the face 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 2015 - 16. In compliance to the provisions of section 123 (1) of the Companies Act, 2013, the Company proposes to transfer a sum of Rs. 25.00 Lacs to the General Reserve being 8.25% of the Current year''s profit.

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Resignations

During the year under review, the following Directors have resigned from the Directorship of the Company due to their other pre-occupation(s):

Sr. No.

Name of the Director

DIN

Designation

1.

Mr. Gajanan V. Bhavsar

00349658

Whole time Director

2.

Mr. Roshan H. Shah

00093647

Whole time Director

3.

Mr. Baldev V. Patel

00126972

Chairman

4.

Mr. Rajendra Shah

00061922

Independent Director

5.

Mr. Navin Patel

00093859

Independent Director

(b) Retirement By Rotation

Mrs. Monica Kanuga (DIN: 06919996)

In accordance with the provisions of Section 152(6) and Articles of Association of the Company, Mrs. Monica Kanuga will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends her re-appointment.

(c) Appointment

Mr. Roshan Shah - Key Managerial Personnel

During the year under review, Mr. Roshan Shah was appointed by the Board at its meeting held on 10th July, 2015 as the Chief Executive Officer of the Company.

Mr. Amit Agrawal - Key Managerial Personnel

During the year under review, Mr. Amit Agrawal was designated by the Board at its meeting held on 2nd May, 2015 as the Chief Financial Officer of the Company effective from same date.

(d) Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid out under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors hereby state and confirm that:

a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 2015-2016 and the profit 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a ''going concern basis'';

e) the internal financial controls followed by the Company are adequate and has been operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and have been operating effectively.

AUDITORS AND COMMENTS ON AUDITORS'' REPORT (a) Statutory Auditors

M/s. Deloitte Haskins & Sells (DHS), (ICAI firm Registration Number 117365W), Chartered Accountants (CAs), Ahmedabad, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013 and the Rules framed there under, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. In this regard, the Board based on the recommendation of the Audit Committee recommends the appointment of M/s. Deloitte Haskins & Sells "DHS" as statutory auditors of the Company for the financial year 2016 - 17.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The notes on the financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditors

The Board had appointed Mrs. Monica Kanuga, Practicing Company Secretary, Ahmedabad as the Secretarial Auditor to conduct Secretarial Audit for the financial year 2015 - 16 under the provisions of Section 204 of the Companies Act, 2013.

The report of Secretarial Auditor is annexed to this report as Annexure - I. The observations made by the Auditor in the Report relates to the Insider Trading by the Connected Person. The Management submits that the opposite transaction done by the connected person was for the nominal number of shares and the value of the transaction was also insignificant. Further the connected person has provided a declaration to the Management that he was not in receipt of any unpublished price sensitive information, for the trading done during the closed window.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

(a) Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this report as Annexure - II.

(b) Number of Board Meetings

The Board of Directors met 5 (five) times during the year 2015 - 16. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(c) Composition of Audit Committee

During the year under review, there was an addition in the members of the Audit Committee. Mr. Nipam Shah, a non-executive director was appointed as a member of the Committee. More details on the committee are given in the Corporate Governance Report. All the recommendations by the Audit Committee were accepted by the Board.

(d) Particulars of Loan given , Guarantees given, Securities provided and Investments made

During the year under review, there are no particulars of the loan given, guarantees given, securities provided or investments made by the Company in pursuance to the provisions of Section 186 of the Companies Act, 2013.

(e) Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions after being approved by the Board; it is uploaded on the Company''s website www.shilpgravures.com. The web-link to the Policy is http://www.shilpgravures.com/pdf/Related%20Party%20Transaction%20Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All the related party transactions entered by the Company during the financial year were on an arm''s length basis and in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. All the Related Party Transactions are presented before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on an annual basis for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year, the Company had not entered into any materially significant related party transactions which have potential conflict w''th the interest of the Company at large and hence there is no information to be provided under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

(f) Internal Control Systems

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and covers the entire business area. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations. With the formalized systems and procedures, the Company is able to continuously monitor the efficacy of internal controls and to provide to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization''s risk management, control and governance processes.

All significant audit observations and follow-up actions therein were reported to the Audit Committee. The Audit Committee also met the company''s Statutory auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. The Company manages cash and cash flow processes diligently, involving all parts of the business. There was a net cash surplus of Rs. 765.88 Lacs (2014-15: Rs. 81.26 Lacs), as on 31st March, 2016. The Company''s low debt equity ratio provides ample scope for gearing the Balance Sheet, should the need arise.

(g) Vigil Mechanism / Whistle Blower

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors and employees to report genuine concerns has been established. The same is also uploaded on the website of the Company - www.shilpgravures.com and can be accessed at the web link http://www.shilpgravures.com/pdf/Whistle%20Blower%20Policy.pdf

(h) Performance Evaluation

As a part of good governance and Board process and also in accordance with the requirement of the Act and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company carried out the Board, its Committee(s) and Directors'' evaluation during the year. As per the requirement of the Act, the Board Report includes a statement indicating how the Board has evaluated its performance; and that of its committees and individual directors. More detail on the same is given in the Corporate Governance Report.

(i) Material Changes

The Company during the year had divested its stake from the follow''ng:

-Disinvestment from ReShilp Equipments (India) Private Limited - Subsidiary Company

During the year the Company had disinvested its entire stake of 2,91,867 Equity shares of Rs. 10.00 each (i.e. 51%) from Re-Shilp Equipments (India) Private Limited. The Company by way of transfer of Equity shares had sold 1,83,132 Equity shares aggregating to 32% to Mr. Shailesh K. Shah, the Executive Director of ReShilp and his w''fe Mrs. Nila Shailesh Shah at a price consideration of Rs. 27.46 Lacs. The remaining 1,08,735 Equity shares aggregating to 19% were sold to M/s. Re S.P.A. Controlli Industriali, the co-partner in ReShilp at a price consideration of Rs. 19.57 Lacs.

-Disinvestment from HMSU Rollers (India) Private Limited - Joint Venture Company

During the year the Company had disinvested its entire stake of 20% i.e. 29,97,800 Equity shares of Rs. 10.00 each and 7,50,000 Preference shares of Rs. 10.00 each by way of transfer of shares to the co-partners of the Joint Venture Company (that includes: M/s Unimark International Pvt. Ltd., M/s. Hannecard N. V. and M/s. Mitex GmbH) at a price consideration of Rs. 14.73 Lacs and Rs. 75.00 Lacs against the Equity Shares and the Preference Shares, respectively. The unsecured loan offered to HMSU has also been paid back by HMSU.

The Company has completely dissociated itself from ReShilp and HMSU. The accounting details for the sale of shares is available in the Note no. 28. It is hereby confirmed that there has been no change in the nature of business of the Company and there have been no commitments affecting the financial position of the Company since the close of financial year March 31, 2016.

(j) CSR Policy

As a responsible corporate citizen, we continue to be partners in growth. The Company believes that the ultimate objective of your Company is to benefit local communities through initiatives, which contribute to nation-building. Our leadership takes active responsibility in our outreach and engagement initiatives.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended on March 31, 2016 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure III.

(k) Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Committee (NRC) and the details of the Committee and the terms of reference of the NRC policy are set out in the Corporate Governance Report, which is part of the Board''s Report.

The Company''s Policy for selection and appointment of Directors and their remuneration is based on its NRC policy which, inter alia, deals with the manner of selection of the Board of Directors and such other matters as provided under section 178(3) of the Act and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. This Policy is accordingly devised by the Nomination & Remuneration Committee and thereafter approved by the Board. More details on the same are provided in the Corporate Governance Report.

The Company''s shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of Section 178.

(l) Prevention of Sexual Harassment at Workplace

The Company has endeavored to encourage women employees by creating proper policies to tackle issues relating to safe and proper working conditions, and create and maintain a healthy and conducive work environment that is free from discrimination on any basis including gender or any form of sexual harassment. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, the Company is in process of constituting an Internal Complaints Committees (ICC). During the year, no complaints of sexual harassment were filed by any of the women employee of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is renowned for classic governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance. The Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country. The Company is in compliance with the governance requirements provided under the new law and listing regulations.

The Company complies with the Securities Exchange Board of India (SEBI''s) guidelines on Corporate Governance. The Company has also documented internal policies on Corporate Governance. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company in compliance of terms of the Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A certificate of the CEO and CFO of the Company in terms of Listing Regulations, interalia, confirming the correctness of the financial statements and cash flow statements, adequacy of internal control measures and reporting of matters to the Audit Committee is also annexed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to the Board''s Report.

During the year under review, there are no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is required to be disclosed. However, the names of the top 10 employees of the Company in terms of remuneration drawn by them is provided in Disclosure no. 5 in the appended Annexure IV.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY AND ITS CONSOLIDATED FINANCIAL STATEMENT

The Company has no Subsidiary, Associate or Joint Venture Company as on March 31, 2016. During the year, the Company has divested its stake from its Subsidiary Company - "ReShilp" and also from its Associate / Joint venture Company - "HMSU". The Consolidated Financial Statements of the Company till the date its association with the said companies is prepared in accordance with the relevant Accounting Standards and are provided in the Annual Report.

The requirement of providing a statement containing salient features of the financial statement of the Subsidiaries / Associate Companies / Joint Ventures Companies in pursuance to the provisions of Section 129(3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 does not arises. However a statement prescribing the details of the Subsidiaries / Associate Companies / Joint Venture Companies that ceased during the year are provided in the Annexure A to the Consolidated Financial Statements of the Company and hence not repeated for the sake of brevity.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website www.shilpgravures.com and can be accessed on the web link http://www.shilpgravures.com/pdf/Policy%20on%20Material%20Subsidiary.pdf

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

The information to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - V to this report.

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable as there is no suspense account required to be maintained by the Company.

INSURANCE

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

ACKNOWLEDMENTS

The Company has maintained healthy, cordial and harmonious relations at all levels throughout the year.

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.

The Directors also take this opportunity to thank all Auditors, Bankers, Consultants, Investors, Clients, Vendors, Customers, Government and Regulatory Authorities and Stock Exchanges, for their continued support during the year.

On the behalf of The Board of Directors

Ambar Patel Shailesh Desai

(Managing Director) (Director)

Place: Rakanpur

Date: 30.07.2016


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


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the EIGHTEENTH Director's Report along with the Audited Accounts of the Company for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS: (Rs. in Lacs)

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

Sales & Other Income 5077.27 4836.02

Profit before Depredation, Interest and Tax 1329.40 1589.45

Less: Depreciation 632.04 574.06

Interest 231.41 253.51

Profit before Tax, Exceptional 465.95 761.88 Item, Prior period Income & Short Provision

Less: Provision for Taxation 177.00 231.00

Provision for deferred Tax Liability/(Asset) (39.38) 18.14

Provision for Wealth Tax 0.75 0.40

Profit / (Loss) After Tax 327.58 512.34

Add/(less) : Excess/(Short) Provision of tax in earlier years 6.18 0.26

Add : Prior period Adjustments — —

Surplus brought forward from the Previous Year 1395.71 1024.31

Amount Available for appropriation 1729.47 1536.91

Appropriation :

General Reserve 33.50 51.26

Proposed Dividend 76.87 76.87

Corporate Dividend Tax 12.47 13.07

Balance carried to Balance sheet 1606.63 1395.71

2. DIVIDEND:

Your Directors are pleased to recommend a dividend Rs.1.25/- per share on 6,149,800 Equity Shares of Rs.10/- each of the Company for the financial year 2010-2011. The proposed dividend would absorb Rs.89.34 lacs including corporate dividend tax. We propose to transfer Rs.33.50 Lacs to the general reserve.

3. BUSINESS OVERVIEW & OPERATIONS:

Your Company's total sales turnover have increased from Rs. 4712.82 lacs to Rs 4999.05 lacs recording growth of 6.07%. The Company's EBIDTA declined from Rs.1589.45 lacs to Rs.1329.40 lacs and PAT declined from Rs.512.60 lacs to Rs.333.76 lacs.

During the year Company has provided Foreign Exchange loss of Rs.10.69 Lacs in the Profit & Loss Account as per the Accounting Standard AS-11 of the ICAI. Interest cost has marginally came down from Rs.253.51 Lacs to ? 231.41 Lacs. Depreciation has increased from Rs.574.06 Lacs to Rs.632.04 Lacs.

4. JOINT VENTURE

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 and machineries. Your Company holds 51% stake in the New Joint Venture Company, thus the new Company will be subsidiary of your Company.

5. DEPOSITS:

The cumulative deposits accepted by your Company as at 31st March, 2011 were X 296.67 Lacs.

6. INSURANCE:

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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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. Chinubhai R. Shah and Mr. Rajendra S. Shah 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. Chinubhai R. Shah and Mr. Rajendra S. Shah along with their brief details.

12. 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.

13. DIRECTORS RESPONSIBLITY 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 2010-2011 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'.

14. ACKNOWLEDMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from 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.

On Behalf of the Board Ambar Patel - Managing Director Roshan Shah - Whole Time Director G V Bhavsar - Whole Time Director

Place : Rakanpur Date : 14.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the SEVENTEENTH Directors Report along with the Audited Accounts of the Company for the year ended on 31st March,2010.

I.FINANCIAL RESULTS: For the year For the year Particulars ended 31st ended 31st March 2010 March, 2009 (Rs.in Lacs) (Rs.in Lacs)

Sales & Other Income 4836.00 3755.03

Profit before Depreciation, 1589.44 1028.33

Interest, Tax and Exceptional Item

Less:

Depreciation 574.05 441.87

Interest 253.50 231.07

Profit before Tax and Exceptional Item,761.89 355.39

Less:

Provision for Taxation 231.00 60.00

Provision for deferred Tax Liability 18.13 157.60

Provision for FBT & Wealth Tax 0.42 6.35

Profit/(Loss) After Tax 512.60 146.00

Add/(less):

Excess/(Short) Provision of tax 0.26 23.60 in earlier years

Prior period Adjustments -- 38.36

Surplus/ (deficit) brought forward 1024.31 960.29 from the Previous Year

Amount Available for Appropriation : 1536.91 1106.29

Appropriation:

General Reserve 51.26 10.03

Proposed Dividend 76.87 61.50

Corporate Dividend Tax 13.06 10.45

Balance carried to Balance sheet 1395.72 1024.31

TOTAL 1536.91 1106.29

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.25 per share on 6,149,800 Equity Shares of Rs. 10/- each of the Company for the financial year 2009-2010. The proposed dividend would absorb Rs. 89.93 lacs including corporate dividend tax. We propose to transfer Rs.51.26 Lacs (10 % of the net profit for the year) to the general reserve.

3. BUSINESS OVERVIEW & OPERATIONS:

Your Companys total revenues have increased from Rs. 3679.14 lacs to Rs. 4712.81 lacs recording growth of 28.00%. The Companys EBDITA increased from Rs. 1028.33 lacs to Rs. 1589.44 lacs and PAT increased from Rs. 146.00 lacs to Rs. 512.60 lacs recording increase of 351.00%. During the year Company has provided Foreign Exchange gain of Rs. 91.48 Lacs in the Profit & Loss Account as per the Accounting Standard AS-11 of the ICAI. Interest cost has marginally gone up from Rs. 231.07 Lacs to Rs. 253.50 Lacs. Depreciation has increased from Rs. 441.87 Lacs to Rs. 574.05 Lacs. During the year, a fire took place in the Companys factory premises at Rakanpur, resulting in partial destruction of stock, consumables, plant and machinery and building. The Company has lodged a claim with the insurance company and the surveyors report assessing the loss is awaited.

During the year under review the demand has improved after the recession. Our investments have started contributing to the top line growth. We have strengthened our infrastructure facilities and financial support which has helped the company in servicing the customers and clients by delivering quality products. Your Company has carved a niche in the market and has stayed ahead in the Competition.

4. DEPOSITS:

The cumulative deposits received by your Company as at 31st March, 2010 were Rs418.29 Lacs.

5. INSURANCE:

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

6. 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.

7. PARTICULARS OF EMPLOYEES:

Statement of the 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 is given as an Annexure B to this report.

8. 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.

9. 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.

10. DIRECTORS:

During the year, Mr G.V.Bhavsar was appointed as Additional and Wholetime Director of the Company and Mr. Jainand G. Vyas as Additional and Independent Director on the Board of the Company w.e.f. 8th August, 2009. Pursuant to provisions of Section 260 of the Companies Act, 1956, and Articles of Association of the Company, they hold office up to the date of the forthcoming Annual General Meeting.

Mr. Vishnu Patel resigned w.e.f 13th May, 2009. Also, Mr. Narendra Patil resigned as Wholetime director of the Company w.e.f. 25th July, 2009. The Board records with appreciation the services given by Mr. Vishnu Patel as director and Mr. Narendra Patil as Wholetime director of the Company and also takes on record the invaluable contribution made by them in the growth of the Company.

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. Baldev Patel and Dr. Navin Patel are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

The Notice convening Annual General Meeting includes resolutions for appointment of Mr G.V.Bhavsar, Mr Jainand G.Vyas, Dr Baldev Patel and Dr. Navin Patel along with their brief details.

11. AUDITORS:

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

Your Companys 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(1 B) of the Companies Act, 1956.

12. 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 year2009-2010and the profit of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance ( adequate accounting records in accordance with the provisions c the Companies Act, 1956, for safeguarding the assets of th Company and for preventing and detecting fraud and othe irregularities; and

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

13. ACKNOWLEDMENTS:

Your Directors express their appreciation for the continued co-operation support & assistance received from Bankers, Statutory Authorities Customers, Vendors, Consultants as well as Shareholders during the year. Your Directors also wish to place on record their appreciation for th< dedicated services and contribution given by all the employees of thi Company.

On Behalf of the Board Ambar Patel - Managing Director Place : Rakanpur Roshan Shah - Whole Time Director

Date : 08.05.2010 G V Bhavsar • Whole Time Director

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