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Directors Report of Shri Dinesh Mills Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS : (Rs.in Lacs)

PARTICULARS 2013 - 2014 2012 - 2013

SALES TURNOVER (NET) 8609.86 8633.21

GROSS PROFIT 1594.77 1384.65

Less: (A) Depreciation 1029.71 974.79

(B) Provision for Taxation

(i) Current Tax 180.90 94.10

(ii) Deferred Tax (48.58) 6.71

NET PROFIT 432.74 309.05

Add: (A) Previous Year''s Surplus 188.55 239.91

(B) Adjustments relating to earlier years NIL NIL

(C) Excess Depreciation written back NIL NIL

Profits available for Appropriation 621.29 548.97

Appropriating therefrom:

(A) Proposed Dividend 91.52 94.99

(B) Dividend Tax on above 15.54 15.42

(C) General Reserve 325.00 250.00

(D) Surplus carried to B/S. 189.23 188.55

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs. 1.80 per Equity share (Previous year Rs.1.80 per Equity share on 52,77,500 equity shares) on 50,84,382 equity shares of Rs.10/- each amounting to Rs. 91,51,887.60 for the financial year ended 31st March, 2014.

BUY BACK OF EQUITY SHARES

Members are aware that, the Board of Directors of the Company at their meeting held on 9th March, 2013 approved the Buy Back of equity shares of the Company through Stock Exchange Mechanism from the open market and accordingly, the Company has bought back 1,93,118 equity shares of Rs.10/- each through BSE Ltd. and as a result thereof, the paid up equity shares of the Company is reduced from 52,77,500 equity shares to 50,84,382 equity shares of Rs.10/- each and the percentage of Management Group shareholding has been increased from 43.36% to 45.01%

FIXED DEPOSITS

As on 31st March, 2014, there were 31 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 2,81,000/- which remained unclaimed. Subsequently, one Depositor has claimed such deposit amounting to Rs.10,000/-.

The Deposits outstanding as at 31st March, 2014 would be repaid pursuant to Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

During the year under review, Shri Sudhir Mankad and Shri Atulbhai G. Shroff, Directors of the Company have resigned. The Board appreciates for the valuable contribution made by them during their tenure as Directors of the Company.

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri Bharatbhai U. Patel, Chairman & Managing Director of the Company would retire by rotation and being eligible, offer himself for re-appointment.

INDEPENDENT DIRECTORS:

Shri H. N. Elavia, Shri Jal R. Patel, Shri A. T Patel, Shri T M. Patel and Shri Rakesh Agrawal are rendering their services as Non-Executive Independent Directors of the Company. As they fulfill the criteria of Independence as per Section 149(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers themselves for appointment as Independent Director pursuant to Section 149 and 152 of the Companies Act, 2013 read with Rules there under and Clause: 49 of the Listing Agreement with BSE Ltd, are proposed to be appointed as Independent Directors.

SUBSIDIARY COMPANY: DINESH REMDIES LTD. (DRL):

DRL manufactures Empty Hard Gelatin Capsules having WHO-GMP and HACCP certifications. As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has also passed the Resolution as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, the statement pursuant to Section 212 of the Companies Act, 1956 and key financial information of DRL are given in the Annual Report. The above referred documents of DRL shall made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Doshi, Chartered Accountants would expire on the conclusion of the ensuing 79th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Doshi, Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014.

The Auditors'' Report on the Accounts issued by M/s. Dhirubhai Shah & Doshi is self-explanatory and therefore, does not call for any explanation.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As none of the criteria viz. Net Worth of Rs.500/- crores or more, or Turnover of Rs.1000/- crores or more or Net Profit of Rs. 5/- crore or more provided u/s. 135 of the Companies Act, 2013 are applicable to the Company and therefore, the provisions relating to the Companies (Corporate Social Responsibility Policy) Rules, 2014 does not apply to the Company as at 31st March, 2014.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2014, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

III. 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. The Directors have prepared the Annual Accounts for the period ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE Ltd. alongwith the

certificate of M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Auditors of the Company are attached herewith as

Annexure - C and Annexure - D respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continuous support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 30th May, 2014 BHARAT U. PATEL

CHAIRMAN


Mar 31, 2013

To , The Members,

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs.in Lacs)

PARTICULARS 2012 - 13 2011 - 12

SALES TURNOVER (NET) 8633.21 8648.87

GROSS PROFIT 1384.65 1577.34

Less: (A) Depreciation 974.79 849.84

(B) Provision for Taxation

(i) Current Tax 94.10 106.05

(ii) Deferred Tax 6.71 120.70

NET PROFIT 309.05 500.75

Add: (A) Previous Year''s Surplus 239.92 261.84

(B) Adjustments relating to earlier years NIL NIL

(C) Excess Depreciation written back NIL NIL

Profits available for Appropriation 548.97 762.59

Appropriating therefrom:

(A) Proposed Dividend 94.99 105.55

(B) Dividend Tax on above 15.42 17.12

(C) General Reserve 250.00 400.00

(D) Surplus carried to B/S. 188.56 239.92

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs.1.80 per Equity share (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 94,99,500/- for the financial year ended 31st March, 2013.

FIXED DEPOSITS

As on 31st March, 2013, there were 27 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 2,31,000/- which remained unclaimed. Subsequently, 2 Depositors have renewed and/or claimed such deposits amounting to Rs. 70,000/-.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

Shri Atulbhai G. Shroff and Shri J. B. Sojitra, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has also passed the resolution as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, the statement pursuant to Section 212 of the Companies Act, 1956 and key financial information of DRL are given in the Annual Report. The above referred documents of DRL shall made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Co., Chartered Accountants would expire on the conclusion of the ensuing 78th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Co., Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

The Auditors'' Report on the Accounts issued by M/s. Dhirubhai Shah & Co. is self-explanatory and therefore, does not call for any explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2013, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements 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 the profit of the Company for that period.

III. 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. The Directors have prepared the Annual Accounts for the period ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dhirubhai Shah & Co., Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. ''C'' and ''D'' respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continuous support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 31st May, 2013 BHARAT U. PATEL

CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS :

(Rs.in Lacs)

PARTICULARS 2011 - 2012 2010 - 2011

SALES TURNOVER (NET) 8648.87 8252.28

GROSS PROFIT 1577.34 1844.04

Less: A. Depreciation 849.84 747.69

B. Provision for Taxation:

(i) Current Tax 106.05 411.70

(ii) Deferred Tax 120.70 226.75 (94.01) 317.69

NET PROFIT 500.75 778.66

Add: (A) Previous Year's Surplus 261.84 203.93

(B) Adjustments relating to earlier years NIL (13.61)

(C) Excess Depreciation written back NIL 15.53

Profits available for Appropriation 762.59 984.51

Appropriating therefrom:

(A) Proposed Dividend 105.55 105.55

(B) Dividend Tax on above 17.12 17.12

(C) General Reserve 400.00 600.00

(D) Surplus carried to B/S. 239.92 261.84

DIVIDEND

Your Directors have recommended for your consideration Dividend of Rs.2/- per Equity share (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 1,05,55,000/- for the financial year ended 31st March, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS:

A. OVERALL REVIEW OF OPERATIONS:

We are a composite textile sector company manufacturing woolen / worsted suiting and machine clothing (felt). The Company manufactures and markets high quality products under the brand name 'dinesh'. There are few organized sector companies and many companies are in un-organized sector and the Company has to face cut throat competition in the domestic and international markets. During the year under review, Sales Turnover has been increased to Rs. 8649 lacs from Rs. 8252 lacs but the Net Profit has been decreased to Rs. 501 lacs from Rs.778 lacs as compared to the previous year mainly due to increase in the raw material price, depreciation and other overheads.

During the year under review, the export of suiting has been decreased to Rs. 310 lacs as compared to Rs. 397 lacs of the previous year due to negative impact of the Euro Zone crisis on the purchasing power of the Buyers in the western markets.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Highlights

(Rs. in Lacs)

Particulars 2011-2012 2010-2011 % Change

1 Sales Turnover (Net) 8649 8252 5

2 Operating profit (PBDIT) 1933 2158 (10)

3 Depreciation 850 748 14

4 Interest 355 314 13

5 Profit before Tax 728 1096 (34)

6 Tax 227 318 (29)

7 Net Profit 501 778 (36)

C. OVERALL OUTLOOK

Due to adverse impact of the Euro Zone crisis on the developed and developing countries, the slow down has also hit the global economy and our economy as well which is evident from the nine years low GDP growth under 7% during the year under review which could further slow down to under 6% during the year 2012 - 2013 and our Company may be able to maintain the sale turnover but the profit margin would remain under severe pressure during the current year 2012-2013.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2012, there were 1082 employees in the Company.

FIXED DEPOSITS

As on 31st March, 2012, there were 40 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 10,41,000/- which remained unclaimed. Subsequently, 3 Depositors have renewed and/or claimed such deposits amounting to Rs.1,20,000/-.

INSURANCE

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

DIRECTORS

Shri Upendrabhai M. Patel and Shri Tanujbhai M. Patel, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

The Board also records with deep regret for the sad demise of Shri Ranjitsinh P. Gaekwad, ex-Director of our Company.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd. (DRL). The Board of Directors of our Company has passed the resolution at their meeting held on 12th May, 2012 as per the General Exemption given by the Ministry of Corporate Affairs, Govt. of India vide its Circular No. 2/2011 dated 8th February, 2011 and accordingly, the Audited Financial Statements and Reports of the Board of Directors and Auditors of our subsidiary company viz. DRL are not attached to this Report pursuant to Section 212 of the Companies Act, 1956. However, these documents of DRL shall be made available to the members of the Company on demand and the same are also available for inspection by the members at the Registered Office of the Company and DRL.

AUDITORS

The tenure of the existing Statutory Auditors, M/s. Dhirubhai Shah & Co., Chartered Accountants would expire on the conclusion of the ensuing 77th Annual General Meeting of the Company. The Company has received a certificate from M/s. Dhirubhai Shah & Co., Chartered Accountants to the effect that, their appointment, if made, would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The Auditors' Report on the Accounts issued by M/s. Dhirubhai Shah & Co. is self-explanatory and therefore, does not call for any explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2012, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements 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 the profit of the Company for that period.

III. 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. The Directors have prepared the Annual Accounts for the period ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dhirubhai Shah & Co., Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. 'C' and 'D' respectively.

ACKNOWLEDGEMENTS:

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their continues support during the period under review.

Place : Vadodara For and on behalf of the Board of Directors

Date : 12th June, 2012 BHARAT U. PATEL

CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting their Report together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS :

PARTICULARS 2009 - 2010

Rs. Rs.

SALES TURNOVER (NET) 79,93,74,670

GROSS PROFIT 17,06,22,822

Less:

A. Depreciation 6,39,61,059 B. Provision for

Taxation :

(i) Current Tax 3,00,00,000

(ii) Deferred Tax 32,92,467 3,32,92,467

NET PROFIT 7,33,69,296

Add : Previous Years Surplus 2,52,87,283

Add: Adjustments relating to

to earlier years 1,99,335

Profits available for

Appropriation 9,88,55,914

Appropriating therefrom:

A. Proposed Dividend 1,58,32,500

B. Dividend Tax on above 26,29,588

C. General Reserve 6,00,00,000

D. Surplus carried to B/S 2,03,93,826

2008-2009

PARTICULARS Rs. Rs.

SALES TURNOVER (NET) 78,90,41,821

GROSS PROFIT 18,61,19,193

Less:

A. Depreciation 5,18,14,970

B. Provision for Taxation :

(i) Current Tax 4,44,25,000

(ii) Deferred Tax 37,68,959 4,81,93,959

NET PROFIT 8,61,10,264

Add : Previous Years Surplus 2,01,60,840

Add: Adjustments relating to 13,65,001

to earlier years

Profits available for 10,76,36,105

Appropriation

Appropriating therefrom:

A. Proposed Dividend 1,05,55,000

B. Dividend Tax on above 17,93,822

C. General Reserve 7,00,00,000

D. Surplus carried to B/S 2,52,87,283

10,76,36,105 DIVIDEND

Your Directors have recommended for your consideration Dividend Rs. 3/- per Equity share including Rs.1/- as Special Dividend on completion of 75th year of the Company (Previous year Rs.2/- per Equity share) on 52,77,500 equity shares of Rs.10/- each amounting to Rs. 1,58,32,500/- for the financial year ended 31st March, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS:

A. OVERALL REVIEW OF OPERATIONS:

During the year under review, Sales Turnover has been increased to Rs. 7994 lacs from Rs. 7890 lacs whereas Net Profit has been reduced to Rs. 734 lacs from Rs.861 lacs as compared to the previous year due to higher Depreciation and Interest as the Company has added new machineries and also taken term loans to finance the same.

During the year under review, our export has been decreased to Rs. 250 lacs as compared to Rs. 338 lacs of the previous year due to down turn in the US and other western markets. However, we could achieve marginal increase in the sales turnover of Worsted Suiting and Paper maker felt (clothing).

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

Highlights (Rs. in Lacs)

Particulars 2009-10 2008-09 % change

Sales Turnover (Net) 7994 7890 1.32

Operating profit (PBDIT) 2000 2080 (3.85)

Depreciation 640 518 23.55

Interest 293 219 33.79

Profit before Tax 1067 1343 (20.55)

Tax 333 482 (30.91)

Net Profit 734 861 (14.75)

C. OVERALL OUTLOOK

As per the policy of the Company, new machineries and equipments are added in a phased manner to upgrade the technology.

Despite adverse impact of global economical slow down, our-Company would make every effort to increase Sales Turnover during the year 2010-2011 with innovative marketing strategies.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit department conducts audit of all departments of the Company and places audit reports/ plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time.

E. INDUSTRIAL RELATIONS

The industrial relations both at Baroda and Ankleshwar unit have remained cordial. As on 31st March, 2010, . there were 1088 employees in the Company.

FIXED DEPOSITS

As on 31st March, 2010, there were 47 Depositors, whose deposits were not claimed after the date on which the deposits were due for payment or renewal.

The amount due to such depositors was Rs. 4,66,000/- which remained unclaimed or unpaid. Subsequently, 01 Depositor has renewed and/or claimed the deposit amount of Rs.10,000/-.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been insured.

DIRECTORS

Shri A. T. Patel and Shri Jal R, Patel, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment. Shri Upendrabhai M. Patel has retired as Chairman & Managing Director w.e.f. 1st April, 2010.

Shri Upendrabhai M. Patel, upon completion of M.B.A- from US, joined the Company in the year 1951. As the Company was closed due to severe financial constraints, Shri Upendrabhai, Patel was instrumental to re-start the closed Mill by organizing finance from Banks. During his tenure, the Company had to face many challenges for survival due to various factors viz. severe financial constraints, frequent changes in the Government policies, stabilization of quality products in woolen & worsted as well as industrial fabrics and cut throat competitive environment over the globe. During the Industrial License Era,- Shri Upendrabhai Patel was successful in getting the license for establishment of new business i.e. Industrial Fabrics (paper makers felt) in the year 1966 and

license for expansion of worsted fabrics at Ankleshwar in the year 1977. Due to his vision & untiring efforts since 1951, he could turn around erstwhile Platewell Processes & Chemicals Ltd. (now amalgamated with the Company). He was also successful to bring foreign technology and upgradation of existing technology from time to time and as a result thereof, our Company could grow and establish the reputation in the domestic & international markets.

The Board of Directors of our Company while accepting the request of Shri Upendrabhai Patel for his retirement from the position of Chairman & Managing Director of the-Company w.e.f. 1st April, 2010, placed on record its sincere appreciation for the outstanding and exceptional services rendered by him to the Company and achieving a significant position in the Woolen & Felt business in India. While appreciating the valuable services rendered by Shri Upendrabhai Patel throughout his tenure, initially as Director in 1951, Managing Director in 1967 and Chairman & Managing Director since 1975, the Board has conferred the position "Chairman Emeritus" to Shri Upendrabhai Patel w.e.f. 1st April, 2010.

SUBSIDIARY COMPANY

As required by Accounting Standard 21 relating to Consolidation of Accounts, we have consolidated Accounts of our Subsidiary Company viz. Dinesh Remedies Ltd (DRL). The Audited Annual Accounts alongwith Directors Reports and Auditors Reports thereon for the year ended 31st March, 2010 of DRL have been annexed with the Annual Accounts of the Company pursuant to Section 212. of the Companies Act, 1956.

AUDITORS

You are requested to appoint M/s. Dalai & Shah, Chartered Accountants as Auditors for the year 2010-11 and fix their remuneration as recommended by the Audit Committee and Board of Directors of the Company. The Auditors Report on the Accounts is self-explanatory and therefore, does not call for any explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in the Annexure - A to this Report.

EMPLOYEES

The details of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are given in the Annexure - B which forms part of this Report.

DIRECTORS RESPONSIBILITIES STATEMENT

Your Directors confirm that:

I. In preparation of Accounts for the period ended 31st March, 2010, the applicable Accounting standards have been followed alongwith proper explanation relating material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgements 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 the profit of the Company for that period.

III. 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. The Directors have prepared the annual Accounts for the period ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. alongwith the certificate of M/s. Dalai & Shah, Chartered Accountants, Auditors of the Company are attached herewith as Annexure No. C and D respectively.

APPRECIATION

Your Directors express their satisfaction for the services rendered by all our employees during the year under review.



Date : 26th June, 2010 For and on behalf of the Board of Directors

VADODARA BHARAT U. PATEL

CHAIRMAN

 
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