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Directors Report of Sudal Industries Ltd.

Mar 31, 2013

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

I FINANCIAL RESULTS :

The summary of financial results of the Company are given here under : (Rs Lakhs)

Particulars 2012-13 2011-12

Turnover (Net) (including other income) Nil Nil

Profit/(Loss) before Interest, Depreciation and Tax (2.46) (4.55)

Provision for Income Tax (Including Deferred Tax) Nil Nil

Profit/(Loss) for the year (2.46) (4.55)

II DIVIDEND :

In view of loss, your directors do not recommended dividend for the under review.

III. APPROPRIATION

An amount of '' 777.82 Lacs is proposed to be retained in the Profit and Loss Account.

IV BUSINESSREVIEW

All The Extrusion presses are now in operation. The benefit of capex incurred for capacity enhancement shall have positive impact on the company''s operations in coming year/s, subject to exceptional circumstances beyond the control of the management.

V CAPICTY EXPANSION

As informed earlier, the company has already increased its manufacturing capacities and overall allied equipments.

VI LISTING OF SHARES

The Company''s Shares are listed on BSE, Mumbai. The listing fees for the financial year 2013-2014 have been duly paid.

VII PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the meaning of section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

VIII ABSORPTION AND FOREIGN EXCHANGEE ARNINGS AND OUT GO

Relevant information as required by section 217 [1] [e] of the Companies Act, 1956 is given in Annexure I forming part of this annual report.

IX MANAGEMENT DISCUSSION AND ANALYS IS REPORT

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given in Annexure II forming part of this Annual Report.

X CORPORATE GOVERANCE

In terms of Corporate Governance disclosures stipulated in clause 49 of the listing agreement with the Stock Exchange, details are provided in Annexure III. The certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is also annexed, forming part of this Annual Report.

A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director forms part of the Annual Report.

XI PARTICULARS OF EMPLOYEES

Information prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968, is annexed as Point 4 of Annexure- IV forming part of this Annual Report.

XII DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the Profit and Loss Account of the Company for the year ended March 31, 2013 and cash flow as on that date;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

XIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Chaitan M. Maniar and Shri Manoj O. Shah retire by rotation and being eligible, offer themselves for re-appointment in terms of clause 49 of the listing Agreement with BSE. Relevant details of the directors to be re-appointed are being provided as annexure to the notice of the Annual General Meeting.

Members approval is being sought for the re-appointment of Shri Shyantanu S. Chokhani as the Joint Managing Director of the company on the terms of appointment set out in explanatory statement annexed to the notice of the meeting.

XIV AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would within the limits prescribed under section 224 [1B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XV COST AUDIT

Pursuant to the provisions of section 233B of the Companies Act, 1956 and on recommendation of the Audit Committee, Shri Hemant V Shah, cost accountant, has been appointed as Cost Auditor of the Company to Conduct audit of the cost records maintained by the Company.

XVI ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, primary metal suppliers and other business associates, regulatory authorities, customers, vendors and shareholders. The Directors also acknowledge their appreciation for the services rendered by the officers, staff and workers of the Company at all levels for their dedicated efforts to improve the performance of the Company.

For and behalf of the Board of Directors

Place : Mumbai Chaitan M. Maniar

Date : May 30, 2013 Chairman


Mar 31, 2012

The directors have pleasure in presenting the Thirty Third Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2012.

I. FINANCIAL RESULTS :

The financial performance of your Company for the year ended March 31, 2012 is summarized below :

[in Lacs]

Particulars 2011-12 2010-11

Revenue from operations [Net] 11319.86 11010.83

Earnings before interest, depreciation and tax 852.94 993.27

Less : Finance Costs 441.42 349.78

Less : depreciation 165.05 103.41

Profit before tax 246.47 540.08

Less : Tax expense 51.91 190.24

Profit after tax 194.56 349.84

Opening balance in Statement of Profit and Loss 534.81 248.73

Amount available for appropriation 729.37 598.57 That the Directors recommend for appropriation as under:

Proposed dividend on Equity Shares 61.68 54.68

Tax on Proposed dividend 10.02 9.08

Closing Balance in Statement of Profit and Loss 657.67 534.81

OPERATIONS AND RESULTS :

The ministry of Corporate Affairs [MCA] vide notification no. S.O. 447[E]dated February 28, 2011 amended the existing schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from April 1, 2011. The Financial Statements of your Company for the year ended March 31, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly the previous year's figures have been reclassified/regrouped to conform to this year's Classification.

Net Revenue from operation increased slightly to Rs. 11319.86 Lacs as compared to net revenue of Rs. 11010.83 Lacs. Net profit for the current year is Rs. 194.56 Lacs [Excluding the octroi refund of Rs. 138.31 Lacs received/receivable for Financial Year under review directly credited to Capital reserve account; previous year Rs. Nil] as against Rs. 349.97 Lacs in the previous year. Higher depreciation, high finance cost and increase in costs of production were the main cause of subdued profit during the current year.

II. DIVIDEND :

Your directors recommend a dividend payment of Rs. 1.00 per equity share of Rs. 10 each for the financial year 2011-12. The dividend payment on equity shares will amount to Rs. 67.61 Lacs inclusive of tax on dividend of Rs. 9.43 Lacs which will be borne by the Company. The dividend would be Tax-free in the hands of the shareholders.

III. APPROPRIATION :

An amount of Rs. 122.86 Lacs is proposed to be retained in the Statement of Profit and Loss.

IV. BUSINESS REVIEW :

Your company has a mission to be the best in the business and continues to invest in building capacities. Operations of the third extrusion press are stabilised, the fourth & fifth extrusion presses have started and are expected to stabilize by the third quarter of the current year.

In the earlier year/s, the Company had announced to explore the viability of a Hotel project. Due to technical intricacies, it was decided by the Board to utilize the available land for installation of the fourth and fifth extrusion presses.

As explained in the previous year's report, land has been acquired at Gloshi near Nashik. Its utilization options shall be reviewed once the policies of the Government of Maharashtra are announced. The offshore wholly owned subsidiary company's activity at RAS Al Khaimah U.A.E. has been dropped. The Company has not taken/ committed any capital exposure for the same.

In view of the above macro changes, the Board has initiated a expansion plan under "mega project" status declared by the Government of Maharashtra at Nardhana, District-Dhule which will have substantially higher capacity compared to the present plants. The details of this huge expansion is being worked out. Plans are afoot to complete this mega project within a period of three years from the zero date of starting it.

V. CAPACITY EXPANSION :

In view of growing demand in various user sectors, increasing applications, growth in per capita consumption, the Company has increased its manufacturing capacities and overall allied equipments along with upgrading existing facilities as well as installations of certain equipments to reduce quantity of energy consumption and reduce financial burden with optional consumption of energy. With five plants in operation, the company has a single point agenda of sustaining growth.

VI. LISTING OF SHARES :

The Companies securities are listed on the BSE Limited, Mumbai. The listing fees for the financial year 2012-13 have been duly paid.

VII. PUBLIC DEPOSITS :

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding on the date of Balance Sheet.

VIII. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Relevant information as required by Section 217 [1] [e] of the Companies Act, 1956 is given in Annexure I forming part of this report.

IX. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given in Annexure II forming part of this Annual Report.

X. CORPORATE GOVERNANCE :

In terms of Corporate Governance disclosures stipulated in clause 49 of the listing agreement with the Stock Exchange, details are provided in Annexure III. The certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is also annexed, forming part of this Annual Report.

A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director forms part of the Annual Report.

XI. PARTICULARS OF EMPLOYEES :

Information prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968, is annexed as Point 4 of Annexure-IV forming part of this Annual Report.

XII. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217[2AA] of the Companies Act, 1956, the Directors confirm that:

[1] I n the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the Statement of Profit and Loss of the Company for the year ended March 31, 2012 and cash flow as on that date;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

XIII. DIRECTORATE :

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri Sudarshan Chokhani and Shri Shyantanu Chokhani retire by rotation and being eligible, offer themselves for re-appointment. In terms of clause 49 of the listing Agreement with the Stock Exchange, relevant details of the directors to be re-appointed are provided as annexure to the notice of the Annual General Meeting.

Members approval is being sought for the re-appointment of Shri Sudarshan Chokhani as the Managing Director of the Company on the terms of appointment set out in explanatory statement annexed to the notice of the meeting.

XIV. AUDITORS :

M/s Lodha & Co., Chartered Accountants, Auditors of the Company are due to retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Statutory Auditors have submitted a certificate to your Company that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India for the Financial year 2011-12; and to the effect that the re-appointment, if made, would be within the limits prescribed under section 224 [1B] of the Companies Act, 1956. Your Directors recommend their re-appointment.

XV. COST AUDIT :

Pursuant to the provisions of Section 233B of the Companies Act, 1956, The Central Government has prescribed Cost Audit for the Company. Based on the recommendation of the Audit Committee, Shri Hemant V. Shah, Cost Accountant has been appointed as the Cost Auditor of the Company for the financial year 2011-12 to Conduct the audit of the cost records of the Company.

XVI. ACKNOWLEDGEMENT :

Your Directors take this opportunity to thank and place on record their appreciation for the services rendered by the officers, staff and workers of the Company at all levels for their dedicated efforts during the year to improve the performance of the Company. Your Directors sincerely convey their appreciation to the bankers, primary metal suppliers and other business associates, regulatory authorities, customers, vendors and shareholders for their continued trust and confidence reposed in the Company.

For and behalf of the Board of Directors

Place : Mumbai Chaitan Maniar

Date : May 31, 2012 Chairman

 
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