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Directors Report of Swiss Glasscoat Equipments Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 24th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2015.

(1) FINANCIAL AND WORKING RESULTS* (Amt in INR)

PARTICULARS 2014-15 2013-14

Turnover 884,461,865 767,966,604

Profit Before Depreciation and Tax 80,793,999 77,041,322

Profit Before Tax 56,882,507 57,506,317

Profit After Tax 45,399,313 38,025,467

Appropriation

Proposed Dividend 13,500,000 12,500,000

Tax on proposed dividend 2,699,198 2,027,813

General Reserve 10,000,000 25,000,000

Earning Per Share (EPS) 9.08 7.61

*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company on the operational front has made significant progress in the last year and has maneuvered through the Financial Year 2014-15 leading to a good demonstration. In the last year, your Company keeping its focus on operational efficiency and sustainable marketing efforts, the Company has crossed turnover of INR 884,461,865 as against last year's turnover of INR 767,966,604. The Company has earned INR 45,399,313, as Profit after Tax as against INR 38,025,467 last year.

Your Company has always continued to remain a preferred supplier for servicing every end user of Indian Pharmaceuticals, Agrobased and other Chemical Industries.

(3) DIVIDEND

Your Directors are pleased to recommend a Dividend of INR 2.70 (@ 27%)per share for the year 2014-15, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 1 6,1 99,1 98, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the shareholders in compliance with Section 73 of the Companies Act, 2013 and rules made there under. The details of the same are as under:

Deposits accepted during 2014-15 (Amt in INR) 29,504,000

Deposits remaining unpaid or unclaimed as at 31.03.2015 (Amt in INR) Nil

The Company hasn't made any default during FY 201 4-1 5 in repayment of deposits or payment of any interest thereon. All payments and repayments related to the deposits have been duly made to the concerned deposit-holders.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, dividend of INR 289,400 pertaining to the year 2006-07, which remained unclaimed and unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) RELATED PARTY CONTRACTS/ ARRANGEMENTS

The Company has implemented a policy related to Related Party Transactions as framed by the Audit Committee. An extract of the said Policy is available on the Company's website: www.qlascoat.com> Investors Guide > Extract of Company Policies.

The Company has executed contracts with the related parties on an arm's length basis in accordance with Section 1 88 of the Companies Act, 201 3 and the Rules there under and Listing agreement norms. The details of the same are provided in Form AOC-2 annexed hereto which forms part of this Report.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The aforesaid information as required under Section 1 34(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report.

(8) PARTICULARS OF EMPLOYEES & REMUNERATION THEREOF

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under Section 134 of the Companies Act, 2013 have not been furnished.

(9) ANNUAL RETURN

An extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 2 of the Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this Report.

(10) CORPORATE SOCIAL RESPONSIBILITY

The Company has formed a Corporate Social Responsibility (CSR) Committee for framing and implementing CSR activities with an objective of paying back to the society.

The details related to the CSR of the Company during FY 2014-15 are annexed hereto which forms part of this Report. The said details are also available on the Company's website: www.glascoat.com>Corporate Social Responsibility

(11) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report and form part of the latter.

(12) RISK MANAGEMENT BY THE COMPANY

The Company recognizes the importance of managing risk in the business to sustain growth. Hence, a Risk Management Committee has been formed for implementing and monitoring the risk management plan for the company in accordance with the Risk Management Policy framed by the Audit Committee.

The Risk Management Committee identifies the types of risks affecting the Company's business, assesses its impact on the latter, devises an effective system to handle those risks and implements and monitors the same.

(13) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) the applicable accounting standards had been followed along with proper explanation relating to material departures, if any, in the preparation of the annual accounts;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 and loss of the company for that period;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

(14) DIRECTORS & KEY MANAGERIAL PERSONS

The Directors of the Company are well experienced with expertise in the respective fields of management and administration of the Company. The Company is fortunate to have experienced and enthusiastic persons as the Directors who are always eager to contribute in the growth of the Company.

The day-to-day operations of the Company are very well managed by its Key Managerial Persons (KMP) i.e., the Managing Director, the Company Secretary, the Chief Financial Officer and the Executive Director (Technical).

During FY 2014-15, following changes occurred in the Senior Management of the Company:

(i) Mr. Bipin Thakkar- Manager (Finance) of the Company as the Chief Financial Officer [CFO] of the Company w.e.f. 01 .09.2014.

(ii) Mr. Ambalal Patel resigned as the Director of the Company w.e.f. 01.1 0.2014.

(iii) Mr. Tanmay Patel has been appointed as the Executive Director (Technical) of the Company w.e.f. 01.1 0.2014 vide Special resolution passed in the 23rd AGM of the Company held on 11.09.2014.

Mr. Paresh Shah, Non-Executive Director, is to retire by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. Details of Mr. Paresh Shah have been provided in the Corporate Governance Report annexed hereto and forming part of this Report

The Nomination & Remuneration Committee has formulated policy relating to the appointment and remuneration of the Directors of the Company laying down criteria for determining attributes, independence, etc. The Company policies governing the appointment and remuneration of the Directors are annexed hereto which form part of this Report.

The Independent Directors have affirmed to the Board regarding compliance with all the requirements as prescribed by Section 149 (6) of the Companies Act, 2013 and Schedule IV thereto. A statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed to this Report forming part of the Same.

The details related to the remuneration of managerial personnel as required under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto which form part of this Report.

(15) PERFORMANCE EVALUATION OF THE DIRECTORS OF THE COMPANY

During the FY 2014-15, the Board of Directors of the Company has carried out an Annual Performance evaluation of the Board/ Committees and that of all the individual Directors as per the Company's policy for Performance Evaluation of Directors.

The Independent Directors in their separate meeting held on 1 4.02.201 5 carried out the performance evaluation task of the remaining Board Members, with a special attention to leadership criteria for Chairperson and the Executive Directors for period from January 1 , 2014 to December 31, 201 4.

The Board in its meeting held on 14.02.201 5 performed the evaluation task of the Board/ Committees collectively and Directors individually and a separate evaluation of performance of the Independent Directors for period from January 1, 2014 to December 31,2014.

Performance evaluation sheets were distributed in the meetings in which it was carried out and grades were given by the evaluators. The outcome of the above exercise of performance evaluation of all the Directors collectively and individually and the Board/ Committees was satisfactory and everybody appreciated and acknowledged the others' contribution towards the growth of the Company.

(16) WHISTLE BLOWER MECHANISM

The Board of the Company has formulated and implemented a Whistle Blower Policy with a view to provide a Vigil mechanism for employees of the Company to raise concerns against any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Policy covers malpractices and/or events related to all issues that could have grave impact on the operations and performance of the business of the Company. The concerned matters may be reported to the Compliance Officer and/ or the Chairperson of the Audit Committee. The Audit Committee monitors the Vigil mechanism of the Company.

During FY 2014-15, no employee has been denied access to the Compliance Officer/ the Chairperson of the Audit Committee. An extract of Whistle Blower Policy and the contact details of the Whistle Officers are is available on the Company's website: www.glascoat.com> Investors Guide> Whistle Blower Mechanism.

(17) STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT

The shareholders in the 23rd AGM of the Company has appointed M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar (Membership No. 030992), as the Statutory Auditor for a tenure of 3 years from conclusion of the last Annual General Meeting held on September 1 1, 2014.

The continuance of appointment and remuneration of the above Auditor is to be ratified in the ensuing AGM of the Company as per Section 139 of the Companies Act, 2013. The Company has received consent from M/s. Darji & Associates to continue their appointment as the Statutory Auditor of the Company for FY 201 5-1 6.

The remarks/comments referred to in the Independent Auditors Report for FY 2014-15 are self-explanatory and do not call for any further comments. (18) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s D. G. Bhimani and Associates, Anand (Membership No. FCS 8064) as the Secretarial Auditor of the Company for the Financial Year 2015-16 in accordance with Section 204 of the Companies Act, 201 3. The Company has received consent from D. G. Bhimani and Associates for their appointment.

The remarks/ comments referred to in the Secretarial Audit Report for FY 2014-1 5 are self-explanatory and do not call for any further comments.

(19) INTERNAL AUDITOR

The Company has appointed M/s Kiran Patel & Co., Chartered Accountants firm, Anand, (Membership No. 105190W), for conducting internal audit of the Company for the financial year 201 5-1 6. The Company has received consent from M/s Kiran Patel & Co. for their appointment.

(20) GENERAL

The Directors state that during the year under review, there were no cases or complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 .

The Directors have immense pleasure to inform you that your Company has won the legal battle against GMM Pfaudler Limited, who had filed a case against your Company and two of its Executive Directors. On June 30, 2015, the Hon'able District Court, Anand delivered the final judgement in favour of Swiss Glascoat Equipments Limited.

(21) ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.

By the Order of the Board of Swiss Glascoat Equipments Limited

Date: 31.07.2015 Mr. Kanubhai Patel Mr. Sudarshan Amin Place: V. U. Nagar Chairperson Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2014.

(1) FINANCIAL AND WORKING RESULTS* (Amt in INR)

PARTICULARS 2013-14 2012-13

Turnover 767,966,604 756,144,178

Profit Before Depreciation and Tax 77,041,322 72,020,202

Profit Before Tax 57,506,317 53,393,380

Profit After Tax 38,025,467 36,080,525

Appropriation

Proposed Dividend 12,500,000 11,000,000

Tax on proposed dividend 2,027,813 1,784,475

General Reserve 25,000,000 20,000,000

Earning Per Share (EPS) 7.61 7.22

*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2013-14, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 767,966,604 as against last year''s turnover of INR 756,144,178. The Company has earned INR 38,025,467 as Profit after Tax as against INR 36,080,525 last year.

(3) DIVIDEND

Looking to the profitability of the Company and forthcoming year, your Directors are pleased to recommend a Dividend of INR 2.50 per share of Rs. 10 each for the year 201 3-14, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 14,527,813, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58A of the Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 201 3 (Section 205A of the erstwhile Companies Act, 1956), dividend of INR 256000 pertaining to the year 2005-06, which remained unclaimed and unpaid for a period of seven years, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) DIRECTORS

Mr. Paresh Shah, Mr. Kanubhai Patel and Ms. Phagun Amin are Non-Executive Directors of the Company, retiring by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. A brief profile of these Directors is provided in the Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement.

The Board, on recommendation of the Nomination & Remuneration Committee, recommends the members to renew the agreement with Mr. Sudarshan Amin to continue as the Managing Director of the Company looking to his valuable contributions. Further, the Nomination & Remuneration Committee has recommended and the Board puts before the Shareholders the agreement for the appointment of Mr. Tanmay Patel as the Executive Director (Technical)in place of Mr. Ambalal Patel, the present Technical Director, who shall resign with effect from October 1, 2014.

Mr. Jagrut Bhatt, Mr. Kaushik Shah, Mr. Bharat Patel and Mr. Dharmesh Patel, the existing Independent Directors of the Company are required to be appointed as the Independent Directors in accordance with the provisions of the Companies Act, 2013. The said Directors have provided the declaration of compliance with provisions of the Companies Act, 2013 relating to their independence.

Mr. Bhanubhai Patel, Non-Executive Director has resigned from the Board with effect from January 15, 2014. Mr. Ambalal Patel, the Technical Director, has given his resignation from the Board with effect from October 1, 2014. The Board accepts the resignation of both the Directors and appreciates their valuable contributions in the Company''s growth and progress.

Consequent to applicability of the Companies Act, 2013 with effect from April 1, 2014, Mr. Kanubhai Patel, an Independent Director appointed in accordance with the extant Companies Act, 1956, is henceforth re-designated as the Non-Executive Director of the Company.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under 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 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 profits of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(11) AUDITORS AND AUDITORS'' REPORT

M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as the Statutory Auditor in accordance with Section 139 of the Companies Act, 201 3. The Statutory Auditor shall hold the office for a tenure of three years from conclusion of this Annual General Meeting; provided the said appointment shall be ratified every year in each Annual General Meeting convened during the tenure of the Auditor(s).

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

(13) SECRETARIAL AUDITOR

The Company has appointed Mr. D. G. Bhimani, Practicing Company Secretary and Proprietor of D. G. Bhimani & Associates, Anand, (Membership No. 12192), for conducting secretarial audit of the Company for the financial year 2014-15.

(14) INTERNAL AUDITOR

The Company has appointed M/s Kiran Patel & Co., Chartered Accountants firm, Anand, (Membership No.105190W), for conducting internal audit of the Company for the financial year 2014-15.

(15) ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.

By the Order of the Board of Swiss Glascoat Equipments Limited

Date: 24.07.2014 Mr. Kanubhai Patel Mr. Sudarshan Amin Place: V. U. Nagar Chairman Managing Director


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 22nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31 st March, 201 3.

(1) FINANCIAL AND WORKING RESULTS* (INR in ''000s)

PARTICULARS 2012-13 2011-12

Turnover 756144.18 704022.46

Profit Before Depreciation and Tax 72020.20 62941.23

Profit Before Tax 53393.38 46415.12

Profit After Tax 36080.53 28075.40

Appropriation

Proposed Dividend 11000.00 11000.00

Tax on proposed dividend 1784.48 1784.48

General Reserve 20000.00 12000.00

Earning Per Share (EPS) 7.22 5.62



*The figures are regrouped, rearranged and recast wherever considered necessary.

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2012-1 3, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 756,144.18 thousands as against last year''s turnover of INR 704,022.46 thousands. The Company has earned INR 36,080.53 thousands as Profit after Tax as against INR 28,075.40 thousands last year.

(3) DIVIDEND

Looking to the profitability of the Company and forthcoming year, your Directors are pleased to recommend a Dividend of Rs. 2.20 (@ 22 %) per share for the year 2012-1 3, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 12,784.48 thousands, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58A of the Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1 956, dividend of INR 229.1 0 thousands pertaining to the year 2004-05, which remained unclaimed and unpaid for a period of seven years, has been transferred to the Investor Education and Protection Fund established by the Central Government.

(6) DIRECTORS

Mr. Bhanubhai Patel and Mr. Kaushik Shah, Independent Directors, are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. A brief profile of these Directors is provided in the Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and compliance certificate there upon and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under 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 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 profits of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(11) AUDITORS AND AUDITORS'' REPORT

M/s. Darji & Associates, Chartered Accountants firm located in Vallabh Vidyanagar, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as the Statutory Auditor in accordance with the prescribed limits under Sections 224(1B) and 226 of the Companies Act, 1956.

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

(12) COST AUDITOR

M/s. Nanty Shah & Associates, Cost Accountants, Surat, (Membership No. 31497), being eligible for re- appointment, has been re-appointed with the approval of the Central Government as the Cost auditor of the Company for the financial year 2013-14.

The Company has received a letter from him to the effect that his appointment, if made, would be in accordance with Section 233(2) read with Section 224(1B) and Section 226(3) & (4) of the Companies Act, 1956.

(13) ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

Your Directors look forward to do a long and fruitful association with all of them.



By the order of the Board

Date: 02.08.2013 Mr. Kanubhai K. Patel Mr. Sudarshan P. Amin

Place: Vitthal Udyognagar Chairman Managing Director


Mar 31, 2012

The Directors are pleased to present the 21st Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31 st March, 2012.

(1) FINANCIAL AND WORKING RESULTS

(INR in 000)

Particulars 2011-2012 2010-2011

Turnover 704,022.46 5,29,536.04

Profit Before Depreciation and Tax 62,941.23 54,646.80

Profit Before Tax 46,415.12 38,662.24

Profit After Tax 28,075.40 27,070.21

Appropriation

Proposed Dividend 11,000,00 10,000.00

Tax on proposed dividend 1,784.48 1,622.25

General Reserve 12,000.00 18,000.00

Earning Per Share (EPS) 5.62 5.41

* The figures are regrouped and rearranged wherever necessary,

(2) PERFORMANCE REVIEW

Your Company has been able to steer through financial year 2011-12, which was another challenging year witnessing rapidly rising inflation rate, and has achieved a good performance with an increase in turnover and profitability. The Company has reported an increase in turnover of INR 704022.46 thousands as against last year's turnover of INR 529536 04 thousands. The Company has earned INR 28075.40 thousands as Profit after Tax as against INR 27070.21 thousands in last year.

Your Company has installed Welding Robot to enhance productivity.

With a view to strengthen its global presence, the Company had exhibited its products in the ACHEMA, an international exhibition held in Frankfurt, Germany, so as to meet its global end users and to understand their needs.

(3) DIVIDEND

Looking to the profitability of the Company, your Directors are pleased to recommend a Dividend of INR 2.20 (@ 22 %) per share for the year 201 1-12, subject to the approval of the Members in the ensuing Annual General Meeting. The Dividend, if approved by the Members, will result in cash outflow of INR 12784,48 thousands, including dividend tax.

(4) DEPOSITS

The Company has accepted the deposits from the promoters, directors and their friends and relatives in compliance with Section 58Aofthe Companies Act, 1956 and rules made there under.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205 A(5) of the Companies Act, 1956, dividend of INR 191.80/- thousands pertaining to the year 2003-04, which remained unpaid and/or unclaimed fora period of seven years, has been transferred to the Investor Education and Protection Fund.

(6) DIRECTORS

WE MOURN THE DEATH OF MR. SHASHIKANT PURSHOTTAMDAS PATEL, ONE OF THE PROMOTERS AND NON-EXECUTIVE DIRECTORS OFTHE COMPANY. MAY HIS SOUL REST IN PEACE.

Mr. Kanubhai Patel and Mr. Paresh Shah are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The profile of these Directors is provided in the Corporate Governance Report.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A Report on Corporate Governance and also a Management Discussion Analysis Report are annexed hereto this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 195 6 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of INR 60,00,000 or more per annum or INR 5,00,000 or more per month or for any part of the year and hence particulars as required under section 217(2A) of the Companies Act, 1956 have not been furnished.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards along with proper explanation relating to material departure, if any, have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 profits of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(11) AUDITORS AND AUDITORS' REPORT

M/s. Darji & Associates, Chartered Accountants, V. V Nagar, the Statutory Auditor of the Company, hold office until the conclusion of this Annual General Meeting and is eligible for re-appointment.

The Company has received the letter from him to the effect that his reappointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956 and that he is not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

(12) COST AUDITOR'S APPOINTMENT

Consequent to the Cost Audit Order dated 24.01.2012 issued by the Ministry of Corporate Affairs, the Company has appointed M/s. Nanty Shah & Associates, Cost Accountants, Surat, with the approval of the Central Government.

The Company has received the letter from him to the effect that his appointment, if made, would be in accordance with Section 233(2) read with Section 224( IB) and Section 226(3) & (4) of the Companies Act, 1956.

(13) ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other stakeholders for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.

BY THE ORDER OF THE BOARD OF

SWISS GLASCOAT EQUIPMENTS LTD.

Date: : 25.07.2012 Mr. Kanubhai K. Patel Mr. Sudarshan R Amin

Place: Vitthal Udyognagar Chairman Managing Director


Mar 31, 2010

The Directors are pleased to present the 19th Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010.

(1) FINANCIAL AND WORKING RESULTS

(Rs. In 000s)

PARTICULARS 2009-10 2008-09

Turnover 454912.84 423842.12

Profit Before Depreciation and Tax 45620.83 F36954.69

Profit Before Tax 35790.18 27974.66

Profit After Tax 24013.27 17953.53

Balance Available for Appropriation 38725.16 31/21.59

Appropriation

Proposed Dividend 8500.00 6000.00

Tax on proposed dividend 1444.58 1019.70

General Reserve 20000.00 10000.00

Earning Per Share (EPS) (in Rs) 4.80 3.52

Face Value - Rs. 10 per share

(2) PERFORMANCE REVIEW

Your Company has achieved a good performance during the year with an increase in turnover and profitability. The Company has reported turnover of Rs. 454912.84 thousands as against last years turnover of Rs. 423842.12 thousands. The Company has earned Rs. 24013.27 thousands as Profit after Tax as against Rs^7953.53 thousands last year.

Your Directors are very keen to work in the direction of managing costs and improving profitability of the Company. Hence, a 1.25 MW Windmill has been installed at Baradia located in Jamnagar district for purpose of captive consumption. The Windmill will cater one-third of the annual demand of the electricity consumption of the Company. The commissioning of the Windmill started in mid-March, 2010.

(3) DIVIDEND

Looking to the profitability of the Company, your Directors are pleased to recommend a Dividend of Rs. 1.70 (@ 17%) per share of Rs. 10 each, subject to the approval of the Members in the ensuing Annual General Meeting for the year 2009-10. The Dividend, if approved by the Members, will result in cash outflow of Rs. 9944.58 thousands, including dividend tax.

(4) DEPOSITS

The Company is not accepting any deposits from the public.

(5) TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, amount of dividend of Rs. 179.40 thousands, which remains unpaid or unclaimed for a period of seven years, has been transferred to the Investor Education and Protection Fund.

(6) DIRECTORS

Shri Kanubhai K. Patel, Shri Bhanubhai B. Patel and Shri Kaushik R. Shah are to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

(7) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

A Report on Corporate Governance and also a Management Discussion Analysis Statement are annexed hereto and forms part of this Report.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(9) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month or for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(10) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies

Act, 1956 have been followed while preparing the Annual Accounts;

(ii) appropriate Accounting Policies have been selected and applied consistently and judgments and estimates have been made 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 profits of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(11) AUPITORS

M/s. Darji & Associates, Chartered Accountants, Vallabh Vidyanagar, retires at the conclusion of this Annual General Meeting and are eligible for re-appointment as the Statutory Auditors of the Company.

(12) ACKNOWLEDGEMENTS

Your Directors thank the Companys customers, vendors, investors, business associates, bankers for their continued support. Your Directors also take this opportunity to applaud the contributions made by all the employees of the Company to the operations of the Company during the year.



On Behalf of the Board of Directors

For SWISS GLASCOAT EQUIPMENTS LIMITED



Date: 20.07.2010 Mr. Kanubhai Patel Mr. Sudarshan Amin

Place: Vitthal Udyognagar Chairman Managing Director



 
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