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Directors Report of Somi Conveyor Beltings Ltd.

Mar 31, 2014

The Members,

The Directors of your company have pleasure in presenting the Fourteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March 2014.

(Rs. In Lakhs)

SUMMARISED FINANCIAL RESULTS 2013-14 2012-13 (Rs. In lacs) (Rs. In lacs)

Total Sales 6536.36 7907.23

Profit Before Interest, Depreciation and taxation 1061.63 1248.90

Interest 122.63 224.87

Depreciation 401.61 427.75

Profit Before Tax 537.39 596.28

Provision for Tax (159.60) (206.43)

Add/(Less) Deferred Tax (17.42) 4.14

Profit After Tax 360.36 393.99

Add: Balance Brought Forward 1271.05 877.06

Balance Carried Forward 1631.42 1271.05

OPERATIONS

Your company has achieved sales of Rs. 65,36,36,024.00 in year 2013-14 and recorded a net profit of Rs.3,60,36,264.00 during the year. The Board is confident of higher growth in the current year.

DIVIDEND

Despite modest profits posted by the company, your directors are of the opinion that, to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made there under.

DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013, Mr. Yogesh Maheshwari, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Yogesh Maheshwari.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

Mr. Sharad Gyanmal Nahata, was appointed as an Additional and Independent Director on the board of the Company with effect from 12th February 2014. He is being proposed to be appointed as Independent director for the period of Five years.

Necessary resolution relating to his appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Sharad Gyanmal Nahata.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be appointed is attached along with the Notice to the ensuing Annual General Meeting.

During the year Mr. Ramesh Narayan Rathi, Independent and non –executive Director of the Company, resigned from the Company. The Board considered and accepted his resignation.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they 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 affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. that they 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;

d. that they have prepared the annual accounts on a ''going concern'' basis.

AUDITORS

Your company''s Auditors M/s P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment for the period of Three years.

The Company has receive a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board of Directors recommends their appointment from the conclusion of this meeting till the conclusion of the Seventeenth Annual General Meeting.

AUDITOR''S REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2014 are given in detail in Notes . These Notes read with the relevant audit observations are self explanatory and need no comments or explanations.

CORPORATE SOCIAL RESPONSIBILITY

Somi Conveyor Beltings Limited believes to achieve sustainable development it is key to integrate Social, Economic and Environmental impact to the business and our business performance is inextricably linked to our CSR goals.

We believe that companies have a responsibility to give back to the communities that we interact with and business has to be done with a social conscience. Today the thematic areas that Somi Conveyor Beltings Limited works in for CSR activities across different geographies of its business is as follows:

- The company is regularly conducting medical camps on proving for health check up for the villagers living nearby its plant.

CORPORATE GOVERNANCE

The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Company''s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, a report on the Management''s Discussion and Analysis(MDA) which forms part of this Annual Report deals with Company''s Operational performance - industry trends and other material changes with respect to company and also current and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Private Limited), a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

The equity shares of your company continue to remain listed with Bombay Stock Exchange Limited There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2014-15 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form and are available for trading either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has maintained Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the company so that it causes no harm to employees, environment and the public. The Company has taken all possible steps to promote the well-being of its employees. Our core principles of ''reuse'',''recycle''and''replenish" are aimed at:

- Pollution Control

- Minimising Waste

- Reduced Effluent Discharge

In pursuance to this Policy Your Company''s management has devoted their all efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate Hazardous and non-hazardous substance. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas. Raw material cost is continuously rising and is critical to the sustainability of manufacturers. Therefore, our R&D department seeks to maximize utilization of raw material

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

ENERGY CONSERVATION

A. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in energy consumption in the business.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy

NIL

(c) Impact of the measures at (a) to (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

The Measures refferd to under (a) will result in reduction of energy consumption as stated above.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule.

B. TECHNOLOGY ABSORPTION

FORM B Disclosure of Particulars with respect to Technology Absorption

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has no specific activity relating to Technology absorption and adaptation.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the governmental authorities, companies, bankers, customers, vendors, investors and all other stake holders during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels, their competence and hard work have enabled your company achieve good performance and look forward to their support in the future as well.

FOR AND ON BEHALF OF THE BOARD

Place: Jodhpur O P BHANSALI GAURAV BHANSALI Date: 4th September, 2014 (Managing Director) (Whole time Director)


Mar 31, 2010

The Directors of your company have pleasure in presenting the Tenth Annual Report together with the audited statement of accounts for the year ended on 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

Total Sales 2339.74 2018.41

Profit Before Interest, Depreciation and taxation 566.55 443.63

Interest 111.60 104.65

Depreciation 257.35 124.56

Profit Before Tax 197.60 214.42

Provision for Tax 46.80 27.21

Add/(Less) Deferred Tax 4.61 (64.63)

Profit After Tax 155.40 122.58

Add: Balance Brought Forward 400.99 278.40

Balance Carried Forward 556.38 400.99

OPERATIONS

Your company has achieved sales of Rs. 23,39,74,941.00 in year 2009-10 and recorded a net profit of Rs. 15540307.00 during the year. The Board is confident of higher growth in the current year.

ADDITIONAL MANUFACTURING FACILITY

The company is also setting up two Additional conveyor manufacturing facilities (Lines) at its existing plant located at Village Tanawara, Jodhpur, Rajasthan. This will not only help the company in increasing its production capacity but will also help the company in becoming a formidable player in the conveyor belt manufacturing industry.

The Financial outflows on setting up these lines are mostly met out from internal accruals of the company and bank financing.

RESEARCH AND DEVELOPMENT

Research and developments are on going activities, which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas.

DIVIDEND

As a matter of sound and consistent accounting practice and management philosophy, your directors are of the opinion to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 41 of the Listing Agreement entered into with the Stock Exchanges and Accounting Standard (AS) 21 prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the company are attached herewith.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

CORPORATE GOVERNANCE

Your Company has always remained proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value.

In compliance with one of the Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from the company auditors regarding compliance of the conditions of Corporate Governance as stipulated by revised Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, the Managements Discussion and Analysis on Companys Operational performance - industry trends and other material changes with respect to company has been comprehensively discussed under the head Management Discussion and Analysis Report which forms part of this Annual Report.

LISTING WITH STOCK EXCHANGE

The equity shares of the company continue to remain listed with Bombay Stock Exchange Limited and the stipulated listing fees for 2010-11 has been paid.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956 and provisions of the Articles of Association of the company Mr. Mahendra Kumar Rakecha, Independent Director of the company retires by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting. Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Mahendra Kumar Rakecha.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Director proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

(c) that they 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;

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

AUDITORS

Your companys Auditors M/s. P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a written certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2010 are given in detail in Notes to Accounts. These Notes read with the relevant audit observations are self-explanatory and need no comments or explanations under Section 217(3) of the Companies Act, 1956.

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the Company and minimize its impact on personnel and environment. Your Companys management approach to Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents. Proper segregation of hazardous and non-hazardous waste is being implemented on a regular basis.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in energy consumption in the business.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Government authorities, Customers, Shareholders of your Company and all others who have been associated with the Company for their cooperation, continued support and for the confidence reposed by them in the Management of the Company. The Directors also appreciate all the employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues be a significant and leading player in its sector.

FOR AND ON BEHALF OF THE BOARD

Place: JODHPUR O.P. BHANSALI GAURAV BHANSALI

Date: 1st September, 2010 (Managing Director) {Whole time Director)

 
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