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Directors Report of Shivalik Rasayan Ltd.

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting this Thirty Seventh Annual Report together with the Audited Accounts of the company for the year financial year ended on 31st March 2015.

WORKING RESULTS

The Sales of your company have increased by 16.47% and net profit increased by 53.15% during the year when compared to last year's performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 4640.93 3984.79

Other Income 41.36 13.01

Profit for the year before Tax 272.37 178.97

Provision for taxation 88.35 58.93

Deferred Tax Assets/(Liability) (3.32) (2.06)

NET PROFIT FOR APPROPRIATION 180.69 117.98

DIVIDEND

In view of the future needs of funds for growth of the company dividend is not recommended in the current year.

CURRENT OUTLOOK

The profit before tax is Rs.272.37 Lacs. The management is hopeful to continue the profitability further. The per hectare usage of pesticides in India is still quite low in comparison to international standards. Therefore there is substantial growth potential in agro chemical business.

FIXED DEPOSITS

No fixed deposits have been accepted from public during the financial year 2014-15.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashwani Kumar Sharma, Directors of the Company retire by rotation and being eligible, offers himself for reappointment.

During the year, Mr. Arun Kumar (DIN 07031730) has been appointed as an Additional Director on the Board of the Company w.e.f. 14.02.2015.

During the year, Mrs. Usha Pande (DIN 07091890) has been appointed as an Additional Women Director on the Board of the Company w.e.f. 14.02.2015.

Your Directors welcome Mr. Arun Kumar and Mrs. Usha Pande on the Board of the Company.

All the independent Directors have given Declarations that they meet criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No.49 of the Listing Agreement.

Brief resume of the above Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given in Explanatory Statements to the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) that in the preparation of the Annual Financial Statements for the year ended on 31st March, 2015 the applicable accounting standards have been followed.

ii) that the Company has selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) that 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.

iv) that the annual financial statements have been prepared on a on-going concern basis.

v) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), who were appointed as Statutory Auditors by the members for conclusion of this Annual General Meeting. Their re-appointed as the auditors of the Company to hold office from the conclusion of this Annual General Meeting until conclusion of the Sixth Annual General Meeting from this Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) .

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s Pawan K Singla & Co., Chartered Accountants, New Delhi (Firm Registration No.021595N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.

COST AUDITORS

The Board of Directors of your Company has re-appointed M/s Cheena & Associates, Delhi, Cost Auditors (Firm Registration No.0397) as Cost Auditors of the Company for the financial year 2015-16.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "A".

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report as Annexure "B".

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure "C".

(ii) Meetings

During the year, Eight Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted Audit Committee, which comprises of Mr. Harish Pande, Mr. Rajiv Mehta and Mr. Anirudh Bishnoi. More details about the committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Report.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of Ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regards.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "D".

RELATED PARTY TRANSACTION

Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure "E".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earn- ings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY

Energy conservation is a very important part of energy planning and its management. This is not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution. The com- pany is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption level.

B. TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

Efforts, in brief, made towards technology absorption, adaption and innovation. The Company as a matter of policy exposes its technical staff to latest technological developments by encouraging them to participate in domestic as well as global technical seminars and expositions; this helps them to further improve their knowledge and skills, which in turn results in better quality products and increased productivity.

Benefits derived as a result of the above efforts Product innovation and renovation, improvement in yield, product quality, input substitution, cost effectiveness and energy conservation as the major benefits.

C. FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review: CIF Value of Imports is Rs.2,83,29,528/-

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, custom- ers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board Sd/- Place : New Delhi RAHUL BISHNOI Dated : 2nd Sept, 2015 Chairman DIN : 00317960


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting this Thirty Sixth Annual Report together with the audited accounts of the company for the year financial year ended on 31st March 2014.

WORKING RESULTS

The Sales of your company have increased by 23.19% and net profit increased by 26.97% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 3984.79 3234.63

Other Income 13.01 29.86

Profit for the year before Tax 178.97 135.43

Provision for taxation 58.93 40.62

Deferred Tax Assets/(Liability) (2.06) (1.88)

NET PROFIT FOR APPROPRIATION 117.98 92.92

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.178.97 lacs. The management is hopeful to continue the profitability further.

Agrochemical industry has developed substantially in India and reached a size of approximately 1.33 lac metric tons, out of which 50% is exported. There are about 125 technical grade manufacturers and about 800 formulators in the Country. Despite the aforesaid growth in India, per hectare consumption of agrochemicals is only 0.58 kilogram as against 16.6 kilogram in Korea, 11 kilogram in Japan and 4.5 kilogram in USA. Hence there is a substantial potential for growth of this industry in India.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2014 the applicable accounting standards have been followed and that there has been no material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care 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.

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

The Audit Committee constituted by the Board reviews the internal control and financial reporting issues.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Shri Harish Pande and Shri Puneet Chandra, Directors, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received requisite notice(s) from the member(s) proposing the candidatures of Shri Rajiv Mehta and Shri Kailash Gupta for appointment as Director(s), liable to retire by rotation, as Independent Director(s).

Pursuant to Section 161 of the Companies Act, 2013, Shri Rajiv Mehta and Shri Kailash Gupta were appointed as Additional Directors on 25th January, 2014. All the above Directors shall hold office upto the date of 36th Annual General Meeting of the Company.

Brief resume of Directors seeking appointment/re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s Rai Qimat & Associates, Chartered Accountants, Delhi (Firm Registration No.013152C), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s Rai Qimat & Associates, Chartered Accountants, as the Auditors of the Company till the conclusion of next annual general meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s AMJ & Associates, Practicing Company Secretary, (Membership No.FCS-5832) Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15.

COST AUDITORS

The Cost Accountant of the Company, M/s Cheena & Associates, Cost Auditors, Delhi (Firm Registration No.0397) were appointed as Cost Auditors of the Company for the financial year 2013-14. Further the Board of Directors has re-appointed them as Cost Auditors for the financial year 2014-15.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

During the Year under report, none of the employee of the company was in receipt of remuneration equal to/exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956

LISTING FEES

The Annual Listing Fee had been paid to Delhi Stock Exchange where the company''s shares are listed.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Nil

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities and banks for their continued trust and support to the company.

for and on behalf of the Board of Directors Sd/-

Place : New Delhi RAHUL BISHNOI Dated : 25th August, 2014 Chairman DIN : 00317960


Mar 31, 2013

Dear members,

The Directors have pleasure in presenting their 35th Annual Report together with an audited statement of account for the year ended on 31st March 2013 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 12.94% and net profit increased by 6.38% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 3234.63 2863.97

Other Income 29.86 23.16

Profit for the year before Tax 135.43 126.51

Provision for taxation 40.62 33.78

Deferred Tax Assets/(Liability) (1.88) (5.38)

NET PROFIT FOR APPROPRIATION 92.92 87.35

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.135.43 lacs. The management is hopeful to continue the profitability further. CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

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

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Tejasvi Bishnoi & Shri Ashwani Sharma retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

LISTING FEES

The Annual Listing Fee for the year 2012-13 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The company has appointed M/s Cheena & Associates, Cost Auditors for conducting Cost Audit for the financial year 2012-13

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Nil

PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956.

PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors

Sd/- Place : New Delhi RAHUL BISHNOI Dated : 4th June, 2013 Chairman


Mar 31, 2012

Dear members,

The Directors have pleasure in presenting their 34th Annual Report together with an audited statement of account for the year ended on 31st March 2012 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 3.66% and net profit increased by 43.57% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 2863.97 2762.84

Other Income 23.16 15.17

Profit for the year before Tax 126.51 88.62

Provision for taxation 33.78 19.89

Deferred Tax Assets/(Liability) (5.38) (7.57)

NET PROFIT FOR APPROPRIATION 87.35 60.84

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The profit before tax is Rs.126.51 lacs. The management is hopeful to continue the profitability further.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

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

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Ashwani Sharma was re-appointed as the whole time Director of the Company effective from 18th July, 2012 for a period of 5 years i.e., up to 17th July, 2017 by the Board in view of his appreciable performance as Director of the company.

Shri Anirudh Bishnoi retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

QUALIFICATION IN THE AUDITORS'' REPORT

The qualifications in the Auditors'' Report have been well explained in the Notes to Financial Statements and are self-explanatory. Further, the Directors would like to clarify as under:-

The company has been making a provision towards the payment of gratuity liability in its books of account as per the provisions of the Payment of Gratuity Act, 1972. Similarly, liability towards leave encashment is being provided for encashable leave due to the employees on the basis of last salary drawn. Accounting Standard (AS) - 15 "Accounting for Retirement Benefits in the Financial Statements of Employers" issued by the Institute of Chartered Accountants of India, states that the liability towards retirement benefits should be ascertained and provided for on the basis of actuarial valuation. Further, it requires that the company should make contribution to a trust fund or insurer for this purpose. The circumstances of the company so far do not permit it to bear expenses for an Actuarial Valuation and contribute to a trust fund from the already scarce sources of funds. However, your Directors are hopeful that with the improving position of the company, steps will be taken to comply with the relevant provisions in the future.

LISTING FEES

The Annual Listing Fee for the year 2011-12 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Rai Qimat & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

The company is taking measures to achieve more efficiency in power and fuel consumption. The quality of coal used is being monitored to bring down consumption levels.

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Rs. 287.73 Lacs PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956.

PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors Sd/-

Place : New Delhi RAHUL BISHNOI Dated : 4th June, 2012 Chairman SHIVALIK RASAYAN LIMITED


Mar 31, 2011

Dear members,

The Directors have pleasure in presenting their 33rd Annual Report together with an audited statement of account for the year ended on 31st March 2011 and Auditors'' Report thereon.

WORKING RESULTS

The Sales of your company have increased by 27.64% and net profit increased by 48.17% during the year when compared to last year''s performance.

Financial Data (Rs. in Lac) Current Year Previous Year

Sales 2762.84 2164.63

Other Income 15.17 13.36

Profit before Depreciation 99.67 69.92

Depreciation 11.49 9.73

Profit for the year before Tax 88.18 60.19

Provision for taxation 19.75 19.40

Deferred Tax Assets/(Liability) (7.57) 0.49

NET PROFIT FOR APPROPRIATION 60.84 41.28

DIVIDEND

The company has recovered accumulated losses and financial positions of the company does not allow this year to recommend any divided.

CURRENT OUTLOOK

The net profit before depreciation is Rs.99.67 lacs. The management is hopeful to continue the profitability further.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report of Corporate Governance Practices and Management Discussion and Analysis are given as annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm as under:-

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

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Puneet Chandra retires by rotation and is eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956, is attached herewith.

QUALIFICATION IN THE AUDITORS'' REPORT

The qualifications in the Auditors'' Report have been well explained in the Notes to Financial Statements and are self-explanatory. Further, the Directors would like to clarify as under:-

The company has been making a provision towards the payment of gratuity liability in its books of account as per the provisions of the Payment of Gratuity Act, 1972. Similarly, liability towards leave encashment is being provided for encashable leave due to the employees on the basis of last salary drawn. Accounting Standard (AS) - 15 "Accounting for Retirement Benefits in the Financial Statements of Employers" issued by the Institute of Chartered Accountants of India, states that the liability towards retirement benefits should be ascertained and provided for on the basis of actuarial valuation. During the year, your company has created a trust namely Shivalik Rasayan Limited Employee Group Gratuity Trust and actuarial valuation of Gratuity liability arrived at Rs. 32,68,960/-. Out of this a sum of Rs. 19,82,513/- has been paid to life Insurance Corporation of India.

LISTING FEES

The Annual Listing Fee for the year 2010-11 had been paid to Delhi Stock Exchange where the company''s shares are listed.

AUDITORS

M/s Kailash K. Gupta & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting. M/s Rai Qimat & Associates, Chartered Accountants is being eligible, offer themselves for appointment of Auditor of the company, till the conclusion of next Annual General Meeting of the company. A letter has been received from them stating that the re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT

1. Disclosure of Particulars with respect to Conservation of Energy

2. Technology Absorption

The company could not undertake any technology absorption measures due to constraint of funds.

3. Foreign exchange earnings and outgo: Rs. 294.49 Lacs PARTICULARS OF EMPLOYEES

There were no employees as per the requirements of Section 217(2A) of the Companies Act, 1956. PERSONNEL

The company continued to maintain harmonious and cordial relations with its workers. The Directors wish to place on record their appreciation for the services and untiring efforts of the employees at all levels.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, employees, government agencies, local authorities for their continued trust and support to the company.

for and on behalf of the Board of Directors

Sd/- Place : New Delhi RAHUL BISHNOI Dated : 1st July, 2011 Chairman

 
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