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Directors Report of Texmo Pipes & Products Ltd.

Mar 31, 2014

Dear Shareholders,

The directors are pleased to present the Sixth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2014.

PerformanceHighlights

The highlights of the financial results of the Company for the year ended 31st March, 2014 is summarized below

Rs in Lacs Standalone

Particulars 2013-14 2012-13

Profit before Interest, Depreciation and Tax 1516.58 1462.00

Interest 716.57 727.72

Depreciation 548.90 511.72

Profit before tax 251.11 222.56

Provision for tax

-Current tax 52.70 41.75

-Deferred tax 16.38 30.46

Profit after tax 182.03 150.35

Prior year adjustment -- 27.47

Profit after tax & prior year adjustments 182.03 122.88

Balance of profit brought forward from earlier 2066.05 1943.17 years

Profit available for appropriation

Appropriaions: 2248.08 2066.05

Proposed dividend:

-Equity ------- -------

-Preference ------- -------

Balance of profit 2248.08 2066.05



Paticular Consolidated 2013-14 2012-13

Profit before Interest, Depreciation and Tax 1519.81 1465.43

Interest 716.57 727.72

Depreciation 548.90 511.72

Profit before tax 254.34 225.99

Provision for tax

-Current tax 52.77 41.81

-Deferred tax 16.38 30.46

Profit after tax 185.20 153.72

Prior year adjustment -- 27.47

Profit after tax & prior year adjustments 185.20 126.25

Balance of profit brought forward from earlier 2067.22 1940.96 Year

Profit available for appropriation

Appropriaions: 2252.42 2067.22

Proposed dividend:

-Equity ------- -------

-Preference ------- -------

Balance of profit 2252.42 2067.22

On a standalone basis your company recorded a turnover ofRs 19,730.83 Lac for the year ended 31st March, 2014 as against Rs 16,880.69 Lac in the previous year which shows an increase of 16.88%. Company had recorded a Manufacturing turnover ofRs 19,361.19 Lac for the year ended 31st March, 2014 as against Rs 16,615.33 Lac in the previous year which shows an increase of 16.53%.

On a standalone basis, the profit before interest, depreciation and tax for the financial year is 1516.58 Lac- as against Rs 1462.00 Lac recorded in the previous year. The profit before tax for the financial year stood atRs 251.11 Lac compared to Rs 222.56 Lac of the previous year. The profit after tax, before exceptional item for the financial year atRs 182.03 Lac compared toRs 122.88 Lac of the previous year.

On a consolidated basis, your Company has recorded Profit before tax ofRs 254.34 Lac during the year and Profit after tax stood atRs 185.20 Lac.

Dividend

With a view of augmenting the financial resources for generating stable growth the Board of Directors of the company has decided to carry forward entire profit and hence they did not propose any dividend for the financial year on equity shares.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Smt. Rashmi Agrawal (DIN 00316248) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Chakradhar Bharat Chhaya (DIN 00968966), Mr. Shantilal Badera (DIN 02295033) and Mr. Sunil Kumar Maheshwari (DIN 03304103) Non executive Directors of the Company are Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, the aforesaid persons are proposed to be appointed as Independent Directors for five consecutive years for a term upto March 31, 2019. Notice has been received from a member proposing the aforesaid Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of the aforesaid Directors as Independent Director. Accordingly, the Board recommends appointments of Mr. Chakradhar Bharat Chhaya (DIN 00968966), Mr. Shantilal Badera (DIN 02295033) and Mr. Sunil Kumar Maheshwari (DIN 03304103) as Independent Directors, for the approval by the shareholders of the Company.

All the appointments of the Directors of the Company are in compliance with the provisions of section 164 (2) of the Companies Act, 2013.

Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 73 of the Companies Act, 2013.

Insurance

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company.

Subsidiaries

Your Company has two wholly owned subsidiary companies viz., Tapti Pipes & Products Limited FZE, Sharjah and Texmo Petrochemicals Private Limited, Burhanpur.

Tapti Pipes & Products Limited (Over seas Subsidiary)

Tapti Pipes & Products Limited, a wholly-owned Subsidiary of the Company in FZE, Sharjah, UAE. It is engaged in the business of general trading. However during the year Company mainly traded in polymers, chemicals, metal and related products. During the year, your company invested USD nil towards share capital and total investment in said subsidiary till date amounted to USD 9620 . The said subsidiary company registered Net Profit for the year ended March 31, 2014USD4987.

Texmo Petrochemicals Private Limited (Indian Unlisted Subsidiary)

Texmo Petrochemicals Private Limited, a wholly-owned Subsidiary of the Company. Total investment in said subsidiary till date amounted to Rs 2,00,00,000 The said subsidiary company registered Net Profit for the year ended March 31, 2014 Rs14,600/-

Management Discussion and Analysis

The Management''s Discussion andAnalysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

Consolidated Financial Statements

A statement containing brief financial details of the Subsidiary Companies for the year ended 31st March, 2014 is included in the notes on the consolidated financial statement. As required under the Companies Act, 1956 and Companies Act, 2013 and Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS) - 21 and form part of the Annual Report andAccounts.

In terms of General Circular No. 2/2011 dated February 08, 2011 issued by the Government of India, Ministry of Corporate Affairs granting general exemption under Section 212 of the Companies Act, 1956 and consent of the Board of Directors vide their resolution passed at the Board Meeting, the Company has not attached with its Balance Sheet as at March 31,2014, copies of the Balance Sheet, Statement of Profit and Loss and reports of the Board of Directors and Auditors of the Company''s subsidiaries and has disclosed the requisite information in the Consolidated Balance Sheet as at March 31,2014.

Pursuant to the General CircularNo: 2/2011 dated February 08,2011 the Company hereby undertakes that:

I. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time.

II. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the registered office of the Company and of the subsidiary companies concerned.

III. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility forms an integral part of the Company''s business activities. CSR activities have been formalized this year with identification of regional coordinators and finalization of CSR calendar for the year. The Company provides safe and healthy working environment to its employees.

Appointment ofCost Auditor

As per the Companies (Cost Records andAudit) Rules, 2014the Company has appointed M/s. Sushil Kumar Mantri & Associates, Cost Accountants, Indore (M.P.), as the Cost Auditors for the purpose of conduct of Cost Audit of the CostAccounting Records of the Company for the Financial Year 2014-2015.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, with respect to the director''s responsibility statement, it is hereby confirmed that:

(a) in the preparation of accounts for the year ended March 31,2014 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the directors of the Company had 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, as at March 31,2014 and profit of the Company for the year ended March 31,2014.

(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper 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; and

(d) the directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

Code of conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2013-14.

Listing

The equity shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Auditor s & Auditor''s Report

The Company''s Statutory Auditors, M/s Pankaj Somaiya and Associates, LLP, Burhanpur (M.P.) will retire at the ensuingAnnual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received a certificate from M/s. Pankaj Somaiya & Associates LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of The CompaniesAct, 2013. The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associates LLP as Statutory Auditors of the Company.

The Auditors'' Report is self explanatory and therefore, does not call for any further information or explanation under Section217(3)ofthe CompaniesAct, 1956.

Particulars of Employees

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with sub-section (2A) of Section 217 of the Companies Act, 1956, hence statement containing particulars of employees falling under aforesaid is not required to be appended to this Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 134 (3m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-1 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual Report. Your Company is also following the Secretarial Standard norms issued by the Institute of Company Secretaries of India (ICSI).

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

FOR AND ON BEHALF OF THE BOARD

Date: 14th August, 2014 Place: Burhanpur Managing Director Whole Time Director


Mar 31, 2012

The directors are pleased to present the fourth Annual Report and the Audited Accounts for the financial year ended31st March,2012.

Performance Highlights

Your directors hereby report that on a standalone basis your company recorded a turnover of Rs.16526.19 Lacs for the year ended 31 st March, 2012 as against Rs. 13376.19 Lacs in the previous year which shows an increase of 23.55%.

The highlights of the financial results of the Company for the year ended 31st March, 2012 is summarized below:

(Rs in Lacs)

Standalone Consolidated

Particulars 2011-12 2010-11 2011-12

Profit before Interest, Depreciation and Tax 1917.62 1680.05 1917.20

Interest 834.10 523.92 835.89

Depreciation 483.14 179.66 483.14

Profit before tax 600.38 976.47 598.17

Provision for tax - Current tax 145.71 207.42 145.71

- Deferred tax 33.56 101.47 33.56

Profit after tax 421.11 667.58 418.90

Prior year adjustment 0.09 11.86 0.09

Profit after tax & prior year adjustments 421.02 679.44 418.81

Balance of profit brought forward from earlier 1522.15 842.71 1522.15 years

Profit available for appropriation

Appreciations: 1943.17 1522.15 1940.96 Proposed dividend:

- Equity

- Preference

Balance of profit 1943.17 1522.15 1940.96

On a standalone basis, the profit before interest, depreciation and tax for the financial year is Rs. 1917.62 lacs which was against Rs. 1680.05 lacs in the previous year. The profit before tax for the financial year stood at Rs. 600.38 lacs compared to Rs. 976.47 lacs of the previous year. The profit after tax, before exceptional item for the financial year at Rs. 421.02 lacs compared to Rs. 679.44 lacs of the previous year.

On a standalone basis, the profit before interest, depreciation and tax for the financial year is showed hike of 14.14% as compared to previous year 2010-11 However due to additional interest cost and higher depreciation, the profit before tax for the current year is less than previous year.

On a consolidated basis, your Company has recorded Profit before tax of Rs. 598.17 Lacs during the year under the report and Profit after tax stood at Rs. 418.90 Lacs.

Dividend

With a view of augmenting the financial resources for generating stable growth the Board of Directors of the company has decided to carry forward entire profit and hence they did not propose any dividend for the financial year on equity shares.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Mr. Sunil Kumar Maheshwari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommend his reappointment.

A brief write-up on the director seeking re-appointment on account of retirement by rotation has been given in this Annual Report under the section "Corporate Governance.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (l)(g)of The Companies Act, 1956.

Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 58 A of the Companies Act, 1956.

Global Depository Receipts (GDRs)

During the year your Company had issued 6,27,500 Global Depositary Receipts (GDRs) representing 1,25,50,000 underlying equity shares.

Above issue GDRs are listed and traded at Luxembourg Stock Exchange.

Subsidiary Company

Your Company has incorporated one wholly owned subsidiary company M/s. Tapti Pipes & Products Limited at FZE, Sharjah in March 2011. Your Company holds 100% of the total equity share capital of the said subsidiary company.

Further your Company has incorporated in the month of November 2011, a new wholly owned subsidiary company known as M/s. Texmo Petrochemicals Private Limited Registered office at 98, Bahawalpur Road, Burhanpur (M.P.).

A statement containing brief financial details of the Subsidiary Companies for the year ended 31st March, 2012 is included in the notes under consolidated financial statement. As required under the Listing Agreements applicable with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS)-21 and form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiary Companies and other related information in detail will be made available to the Shareholders of the Company seeking such information. The Annual Account of the Subsidiary Companies are also kept for inspection by any investor at the Registered Office of the Company.

Management Discussion and Analysis

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

Consolidated Financial Statements

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8,2011 has provided an exemption to companies from complying with Section 212, provided

such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2011-12 contains the consolidated financial statements of the Company instead of the separate financial statements of all our subsidiaries. The audited annual accounts and related information of our subsidiaries will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our head office and registered office and at the registered office of the respective subsidiary.

Appointment of Chief Financial Officer (CFO)

Mr. Satyendra Rathi has been appointed as the Chief Financial Officer of the company w.e.f. 16th July 2012. Corporate Social Responsibility (CSR)

Corporate Social Responsibility forms an integral part of the Company's business activities. CSR activities have been formalized this year with identification of regional coordinators and finalization of CSR calendar for the year. The Company provides safe and healthy working environment to its employees and a Policy in this regard has been implemented during the year.

Appointment of Cost Auditor

The Government of India, Ministry of Corporate Affairs, Cost Audit Branch vide its Order dated January 24, 2012 bearing no. F. No. 52/26/CAB-2010 has directed all Companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records, in respect of each of its financial year commencing on or after April 1,2012 and for every financial year thereafter, audited by a Cost Auditor. In compliance with the said directive, the Company has appointed M/s. Sarah Parikh & Associates, Cost Accountants, Indore (M.P.), as the Cost Auditors for the purpose of conduct of Cost Audit of the Cost Accounting Records of the Company for the F financial Year 2012-2013.

Directors' Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the directors' responsibility statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts of the company for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(ii) That 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 of the profit of the Company for that period;

(iii) That the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Code of Conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2011 -12.

Auditors & Auditor's Report

The Company's Statutory Auditors, M/s. Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received certificates from M/s. Pankaj Somaiya & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of The Companies Act, 1956. The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associated as Statutory Auditors of the Company.

The comments on the statement of account referred in the report of the Auditors are self explanatory and are explained in the notes to accounts.

Particulars of Employees

The information required under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is provided in an Annexure-1 forming part of this Report. In terms of Section 219(l)(b)(iv) of the Act, the Reports and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary at Registered office of the company.

Dematerialization of Shares

The company's shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on corporate governance form part of the Annual Report. Your Company is also following the Secretarial Standard norms issued by the Institute of Company Secretaries of India (ICSI).

Acknowledgment

Your Directors place on record their sincere appreciation for significant contribution made by employees through their dedication, hard work and commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to receive the same support for our endeavor to grow consistently.

FOR AND ON BEHALF OF THE BOARD

Date: 16th August 2012 Sanjay Agrawal

Place: Burhanpur Chairman Managing Director


Mar 31, 2011

Dear Shareholders,

The directors have pleasure in presenting to you the Third Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March,2011.

Performance Highlights

Your directors here by report that the company recorded a turnover of Rs.13376.20 Lacs fortheyear ended 31st March, 2011 as against Rs.8213.79 Lacs as the previous year of the Company which shows 63% increase from the previous year.

The highlights of the financial results of the Company areas follows:

(Rupees in Lacs)

Particulars 2010-11 2009-10

Profit before Depreciation and Interest 1.63 1.6056

Interest 603.50 353.63

Depreciation 179.66 82.00

Profit before tax 976.7 624.93

Provision for tax

- Current tax 207.42 167.86

- Deferred tax 101.47 44.55

Profit after tax 667.58 412.52

Prior year adjustment -11.85 12.31

Profit after tax & prior year adjustments 679.43 400.21

Balance of profit brought forward from earlier 842.71 442.50 years

Profit available for appropriation

Appreciations: 1,522.14 842.71

Proposed dividend: -- --

- Equity -- --

- Preference

Baknce of profit 1,522.14 842.71

During the year under review, the profit before depreciation and interest for the year at Rs. 1,759.63 lacs was against Rs. 1060.56 lacs in the previous year. The profit after depreciation for the year at Rs.1,579.97 lacs as against Rs.978.56 lacs in the previous year. The profit aftertax, before exceptional item for the year at Rs. 679.43 lacs was higher compared to Rs.400.21 lacs of the previous year signifying a growth of 69.77%.

Dividend

With a vision of augmenting financial resourced for generating stable growth, the Board of Directors has decided to carryforward the profit forthe business of the company and hence did not propose any dividend on equity shares for the year under review

Changes in share capital

During the year the Company has increased its Authorized Share Capital from Rs. 15.00 Crores to Rs. 30.00 Crores.

Company allotted 1,25,50,000 equity shares of the face value of Rs. 10/- each on the exercise of Global Depository Receipts dated on 11th April 2011 and consequently the number of issued, subscribed and paid up equity shares has increased from 1,12,70,000 equity shares to 2,38,20,000 equity shares of Rs. 10/- each.

Industrial relations

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

Directors

Mr. RajeshSelot resigned as Director of the company with effect from 12.11.2010. YourDirectors place on record their appreciation for guidance given by him during his period.

During the year, Mr. Sunil Kumar Maheshwari was appointed as Additional Director w.e.f. 22.11.2010 of the Company by the Board in terms of Section 260 of the Companies Act, 1956. He holds office up to the date of the ensuing Annual General Meeting of the Company. The Company has received notice in terms of Section 257 of the Companies Act, 1956 for appointment of Shri Sunil Kumar Maheshwari as Director liable to retire by rotation.

Mr. Chakradhar Bharat Chhaya is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors recommend their appointment/reappointment for your approval.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1)(g) of The Companies Act,1956.

Deposits

During the year under review, the Company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

Global Depository Receipts (GDRs)

The Global Depository Receipts (GDRs) issued by the Company are listed and traded at Luxembourg Stock Exchange. As on date total outstanding GDRs is 6,27,500 representing 1,25,50,000 number of equity shares of Rs.10/-each.

Proceedings of GDRs are not repatriated to India. The Company has arised total fund of USD $ 99,96,075 and fund are invested in money market transaction in overseas.

Subsidiary Company

Company has incorporated its Wholly Owned Subsidiary Company (WOS) viz. Tapti Pipes and Products Limited FZE at Sharjah on 13th March 2011.

As on date of this report the Tapti Pipes and Products Limited FZE has not started any business activity. Statement as per section 212 is enclosed herewith in Annexare-1 Part of this report.

Directors' Responsibility Statement

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the directors' responsibility statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(ii) that our 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 of the profit of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a 'going concern' basis.

Code of conduct

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2010-11.

Auditors & Auditors Report

The Company's Statutory Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

The Company has received certificates from M/s. Pankaj Somaiya & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of The Companies Act, 1956.

The Board of Directors recommends to the shareholders the appointment of M/s. Pankaj Somaiya & Associated as Statutory Auditors of the Company.

The comments on the statement of account referred in the report of the Auditors are self explanatory and are explained in the notes to accounts.

Particulars of Employees

Company does not have any employee who was in receipt of remuneration of Rs. 5.00 lacs per month or Rs. 60.00 lacs per year during the year under review. Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended upto date is not required to be circulated as part of this report.

Human Resource Management

The key resource for the company is its employees. The company has been able to create a favorable work environment that encourages innovation and meritocracy The efforts of the company in the area of employee management and HR practices have been proved effective in Human Resource Management.

Dematerialization of Shares

The company's shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-1 and forms part of this report.

Corporate Governance

The Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by employees throughtheirdedication,hardworkand commitment.

Your Directors also acknowledge the support extended by the bankers, government agencies, shareholders and investors at large and look forward to having the same support for our endeavour to grow consistently.

FOR AND ON BEHALF OF THE BOARD Date : 11th, August 2011 Place: Burhanpur Sd/-

Sanjay Agrawal

Chairman cum Managing Director




Mar 31, 2010

The directors have pleasure in presenting to you the second Annual Report of the company together with the Audited Accounts for the financial year ended 31 st March, 2010.

1. Performance Highlights

Your directors hereby report that the company achieved a turnover of Rs. 82.13 crores up to 31 st March, 2010 which shows 69.06 % increase from the previous nine months of operation i.e. from 03rd July, 2008 to 31 st March, 2010.

The highlights of the financial results are as follows:

(Rupees in Lakhs)

Particulars 2009-10 2008-09

(9 Months)

Profit before Depreciation and Interest 1060.56 831.08

Interest 353.63 183.51

Depreciation 82.00 46.96

Profit before tax 624.93 600.61

Provision for tax

- Current tax 167.86 133.94

- Deferred tax 44.55 26.59

- Fringe benefit tax 1.02

Profit after tax 412.52 439.06

Prior year adjustment 12.31 -

Profit after tax & prior year adjustments 400.21 439.06

Balance of profit brought forward from earlier years 442.50 3.44

Profit available-for appropriation

Appreciations: 842.71 442.50

Proposed dividend:

- Equity -- --

- Preference -- --

"Balance of profit 842.71 442.50

During the year profit before depreciation and interest increase at Rs. 1060.56 Lacs as against Rs.831.06 Lacs (for the period of 9 months from 3rd July, 2008 to 31st March, 2009) in the previous year. The profit after depreciation of your company stood at Rs. 978.56 Lacs as against Rs. 784.12 Lacs (for the period of 9 months from 3rd July, 2008 to 31st March, 2009) in the previous year. The profit after tax, before exceptional item was lower to Rs. 400.21 Lacs as against Rs. 439.06 Lacs (for the period of 9 months from 3rd July, 2008 to 31 st March, 2009) in the previous year.

2. Dividend:

The strength of the company lies in identification, execution and successful implementation of the manufacturing and supply of the pipes in the market. To strengthen the long term prospects and ensuring sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business verticals in which the company operates. The company currently has several orders under completion and continues to explore newer opportunities. The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholders value. The Company expected better results for the coming year. In order to fund these orders in its development and implementation stages, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2009-10.

3. Changes in share capital:

During the year the company allotted 50,00,000 equity shares of the face value of Rs. 10/- each on the exercise of IPO and consequently the number of issued, subscribed and paid up equity shares has increased from 62,70,000 equity shares to 1,12,70,000 equity shares of Rs. 10/- each aggregating Rs. 11,27,00,000.

4. Industrial relations:

The Board of Directors is happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

5. Directors:

Shri Shanti Lai Badera, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Except above there were no other changes in the Board of Directors of the Company. None of the directors of the company are disqualified under section 274(l)(g) of the companies Act, 1956 from being appointed as a Director of any other public company. The Board recommends his reappointment for your approval.

6. Deposits-

During the year under review, the company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

7. Directors Responsibility Statement:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standard have been followed and that no material departure 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 the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. That 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; and

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

8. Code of conduct:

The Board has laid down a code of conduct for all Board members and Senior Management personnel of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2009-10.

9. Auditors:

The Companys Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the company and being eligible offers themselves for re-appointment.

10. Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended forms a part of this report. However, in pursuance of Section 219(l)(b)(iv) of the Companies Act 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information and said particulars are made available at the Registered Office of the Company. The Members interested in obtaining such particulars may write to the Manager Accounts of the Company at the Registered Office of the Company.

11. Foreign Exchange Earnings and Outgo

During the financial year 2009-10 there is Rs. 892.33 lacs foreign outflow. The Company is still in set up process and putting its efforts to generate foreign exchange out of its activities.

12. Human Resource Management:

The key resource for the company is its employees. The company has been able to create a favorable work environment that encourages innovation and meritocracy. The efforts of the company in the area of employee management and HR practices have been proved effective in Human Resource Management.

13. Dematerialization of Shares:

The companys shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

14. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

15. Corporate Governance:

The Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report.

16. Acknowledgement:

The Directors wish to place on record their sincere appreciation and gratitude to the various offices of Central and State Governments, Reserve Bank of India, the Registrar of Companies, Bankers and the Employees who had given utmost co- operation and full devotion towards the success of the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

SANJAYAGRAWAL

CHAIRMAN &

MANAGING DIRECTOR

DATE: 10/08/2010 P

LACE: BURHANPUR


Mar 31, 2009

The directors hereby present First Annual Report together with the Audited Accounts for the financial year ended 31st March, 2009.

1. Companys performance:

Your directors hereby report that the company achieved a turnover of Rs. 4,441 lakhs upto 31st March, 2009 consisting of 9 months from 03 July 2008 to 31st March 2009.

The highlights of the financial results are as follows: (Rupees in Lakhs)

Particulars 2008-09 (9 Months)

Profit before Depreciation and Interest 807.18

Interest 159.31

Depreciation 46.96

Profit before tax 600.61

Provision for tax

-Current tax 133.94

- Deferred tax 26.59

- Fringe benefit tax 1.02

Profit after tax 439.06

Prior year adjustments --

Profit after tax & prior year adjustments439.06

Balance of profit brought forward from earlier years 3.44

Profit available for appropriation

Appreciations: 442.50

Proposed dividend: ------

Equity --------

Preference Balance of profit 442.50

2. Dividend:

The strength of your company lies in identification, execution and successful implementation of the manufacturing and supply of the pipes in the market. To strengthen the long term prospects and ensuring sustainable growth in assets and revenue, it is important for your company to evaluate various opportunities in the different business varticals in which your company operates. Your company currently has several orders under completion and continues to explore newer opportunities both domestic and international. Your Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholders value. The Company expected better results for the coming year. In order lo fund these

Therefore, your Directors have not recommended any dividend for the financial year 2008-09.

3. Industrial relations:

Your Board of Directors are happy to report that the industrial relations have been extremely cordial at all levels throughout the year.

4. Directors:

Shri Sanjay Agarwal and Shri Vijay Kumar Pappu were appointed as Managing Director and whole- time directors of the Company during the year and are not liable to retire by rotation. Shri Shanti Lal Badera, Mr. Rajesh Salot and Mr. Chakradhar Chhaya were appointed as Additional Directors on the Board with effect from August 14,2008 and in accordance with Section 269 of the Companies Act, 1956, read with Article 141 of the ensuing Articles of Association of the Company, will hold their office upto the date of Annual General Meeting of the Company. Being eligible, they offer themselves for re-election. The Board recommends their reappointment for your approval.

5. Directors Responsibility Statement:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standard have been followed and that no material departure have been made from the same; r b. That they have selected such accounting policies and applied them consistently and made

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

c. That they 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; and

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

6. Code of conduct:

The Board has laid down a code of conduct for all Board members and Senior Management of the Company. Board members and senior management personnel have affirmed compliance with the said code of conduct for the financial year 2008-09.

7. Auditors:

The Companys Auditors, M/s Pankaj Somaiya and Associates, Chartered Accountants, Burhanpur will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

8. Particulars of Employees:

Particulars of employees as required under Section 217(2 A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended is given as Annexure-1 to this report. However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information and said particulars are made available at the Registered Office of the Company. The Members interested in obtaining such particulars may write to the Manager Accounts of the Company at the Registered Once of Company.

9. Foreign Exchange Earnings and Outgo:

During the financial year 2008-09 there is neither foreign inflow nor foreign outgo. The Company is still in set up process and putting its efforts to generate foreign exchange out of its activities.

10. Human Resource Management:

The key resource for your company is its employees. Your company has been able to create a favorable work environment that encourages innovation and meritocracy. The efforts of your company in the area of employee management and HR practices have been proved effective in Human Resource Management.

11. Dematerialization of Shares:

Your companys shares have been made available for dematerialization through the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

12. Deposits:

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

13. Conservation of Energy, Research and Development, Technology Absorption, Foreign exchange Earning and outgo:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earning and outgo as required by section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given in Annexure-2 and forms part of this report.

14. Corporate Governance:.

Your Company has been practicing the principles of good Corporate Governance during the year. A detailed report on Corporate Governance Practices followed by the Company is provided separately with this Report. During the year Audit Committee, Shareholders/Investors Grievance Committee and Remuneration Committee was constituted to adopt good corporate governance practices and for identifying and following best corporate governance practices.

15. Explanations to any qualifications in Auditors Report:

There are no adverse remarks in the Auditors Report dated 14th August, 2009.

16. Acknowledgement:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BURHANPUR By Order of the Board

DATE: 14th August 2009 SANJA Y AGRAWAL

Chairman



 
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