Mar 31, 2014
Dear members,
The Directors take pleasure in presenting the Annual Report along with
the Audited Statement of Accounts for the year ended 31st March, 2014
as under:
FINANCIAL RESULTS:
The summary of financial results for the year is given below: (Rs. In
Lacs)
Year Ended Year Ended
Particulars 31/03/2014 31/03/2013
Sales & Operating Income 3346.50 8417.26
Other Income 165.57 57.6
Total Revenue 3512.07 8474.86
Operating Profits (PBDIT) -1163.16 864.2
Less: Depreciation 69.99 82.51
Interest 628.81 599.08
Profit/Loss Before Tax & Exceptional Items - 1861.96 182.61
Less: Exceptional Items 0 0
Current Tax 0 0
Provision for Taxation 0 55
Deferred Tax Liability -102.58 17.26
Profit/ loss after Tax -1759.38 110.34
DIVIDEND
With a view to conserve resources, your directors have not recommended
any dividend for the year under review.
REVIEW OF BUSINESS OPERATION
During the year under review, your company has registered the turnover
of Rs. 3346.50 Lacs against the turnover of Rs. 8417.26 Lacs of
previous year. The interest expense has also impacted the
profitability. The Loss before Tax for the current year is Rs. 1861.96
Lacs as against the Profit of Rs. 182.61 Lacs of previous year.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance and a certificate from the Statutory
Auditors of the Company confirming compliance of the same has been
included in the Annual Report as a separate section.
DIRECTORS
During the year the following directors have resigned from the post of
Directors.
Name of Director Date of Resignation
Rakesh Puri May 1, 2013
Manan Patel May 7, 2013
Kalip Shastri February 10, 2014
Mr Tejdeepsingh Harvindersingh Anand liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, have been
proposed for re- appointment. Brief resumes of the directors being
reappointed together with other relevant details form part of the
Notice of the ensuing Annual General Meeting. The Board recommends
their reappointments.
AUDITORS
M/s. Motwani & Agarwal, Chartered Accountants has proposed them to be
appointed as Statutory Auditors of the Company. Further a consent
letter and certificate from M/s. Motwani & Agarwal, Chartered
Accountants stating that their appointment, if made, will be in
accordance with the provisions of Section 139 of the Companies Act
2013. The Audit Committee in its meeting held on August 8, 2014 has
also recommended the appointment of M/s. Motwani & Agarwal as Statutory
Auditors of the Company. Your directors also recommend their
appointment
There are certain reservations, Qualifications or adverse remarks in
the Auditor''s Report for the period ended on 31st March 2014. The Board
of Directors of the Company would like to Clarify / Explain the same as
under :
1. The recovery cases and arbritation matters against the company have
been contested by the company and hence in our opinion, the said legal
cases and abritation matters would not affect the going concern concept
of accounting to the company.
2. In the current financial year, the company had applied for Internal
Restructuring of its Loans & Advance with the Union Bank of India. The
Debt has been internally restructured and the revised terms &
conditions have been issued to the company by UBI. The company is also
in the process of applying for internal debt restructuring with other
banks & financial institutions. The internal restructuring package
might envisage reduction in interest rates and further also envisage
funding of interest for prior period overdue interest, hence the
defaulted amount shall be crystallized once the major portion of debt
is restructured. Hence, in opinion of management of the company, the
matter shall be resolved and will not affect the going concern concept
of accounting to the company.
3. The Company is in the process of appointing capable qualified whole
time company secretary for handling the corporate law matters of the
company. Till that time, all the corporate law matters have been & will
be handled by part time company secretary.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
In the preparation of the Annual Accounts, the applicable accounting
standards were followed:
The Directors had selected such accounting policies and applied them
consistently, 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;
The Directors had 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.
The Directors had prepared the annual accounts on a going concern
basis.
PARTICULARS OF THE EMPLOYEES
The Company had not paid any remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read along with the
Companies (Particulars of Employees) Rules, 1975. Hence, no information
is required to be appended to this report in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company is doing the utmost for conservation of Energy. As regards
Technology Absorption, the same is nil. During the year there were no
foreign exchange earnings and outgo.
ACKNOWLEDGMENTS:
Your Directors express their sincere appreciation for the valuable
assistance and co-operation extended to the company by its Customers,
Bankers, Financial Institutions, State and Central Government
Authorities, Service Providers, Contractors and the Stake Holders.
Your Directors also wish to place on record their appreciation of the
dedicated services and valuable contribution by the employees of the
company at all levels.
For and on behalf of the Board of Directors
Place : Ahmedabad Anant Maloo
Date : August 14, 2014 Managing Director
Mar 31, 2013
The Directors have the pleasure of presenting the Thirteenth Annual
Report of your Company together with the audited accounts for the year
ended 31st March, 2013.
1. FINANCIAL RESULTS
The summary of financial results for the year is given below:
(Rs. in Lacs)
Particulars 2012-13 2011-12
Sales & Operating Income 8417,26 8132.55
Other Income 57.60 179.15
Total Revenue 8474.86 8311.70
Operating Profits (PBDIT) 864.20 1063.81
Less: Depreciation 82.51 75.59
Interest 599.08 512.49
Profit Before Tax & Exceptional Items 182.61 475.73
Less: Exceptional Items 0.00 0.00
Current Tax 0.00 0.00
Provision for Taxation 55.00 162.00
Provision for deferred Tax Liability 17.26 12.46
Profit after Tax 110.34 301.27
2. DIVIDEND
With a view to conserve resources, your directors have not recommended
any dividend for the year under review.
3. REVIEW OF BUSINESS OPERATION
During the year under review, your company has registered the turnover
of Rs. 8417.26 Lacs against the turnover of Rs. 8132.55 Lacs of
previous year. The overall increase in cost is due to increase in the
number of employees and more number of machines installed. Further the
interest expense has also impacted the profitability. The Profit before
Tax for the current year is Rs. 182.61 Lacs as against Rs. 475.73 Lacs
of previous year.
4. CHANGES IN CAPITAL STRUCTURE
The Company on 25 May, 2013, has issued and allotted 5,61,798 Equity
shares of face of Rs.10/- for cash at price of Rs. 53.40 per Equity
Share (including a premium of Rs. 43.40 per Equity share) to HT Media
Ltd. upon conversion 1(one) Zero % Fully Convertible Debenture of
Rs.3,00,00,000/- (Rupees Three crores only) and 6,65,863 Equity shares
of face value Rs.10/- for cash at price of Rs. 38.40 per Equity Share
(Including a premium of Rs.28.40 per Equity Share) to DB Corp Limited
upon conversion 1 (one) Zero % Fully Convertible Debenture of
Rs.2,55,00,000/- (Rupees Three crores only) aggregating to 12,27,661
Equity shares of Rs.5,55,02.566/-. After conversion of the convertible
debentures, total issued, subscribed and Paid up share capital of the
Company increased to Rs. 15,98,42,410 divided into 1,59,84,241 equity
shares of Rs.10/- each. The Company is in process of getting 12,27,661
Equity Shares listed at Stock Exchange.
6. INSURANCE
The Company''s plant, property, equipments and stocks are adequately
insured against major risks. After taking into account all the relevant
factors, including the risk benefit trade-off, the Company has
consciously decided not to take insurance cover for loss of profit
under the Consequential Loss (Fire) Policy. The Company also has
appropriate liability insurance covers particularly for product
liability and clinical trials.
On 17 August 2013, post noon on account of short circuit fire wedged at
Unit I of the Company situated at 7, Shubhlaxmi Industrial Estate,
Sarkhej - Bavala Highway, Changodar-382213, Ahmedabad, Gujarat.
Management is effectively working out the estimates and steps to
overcome problem and to setback to its operation.
7. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance and a certificate from the Statutory
Auditors of the Company confirming compliance of the same has been
included in the Annual Report as a separate section.
8. DIRECTORS
During the year under review, Mr. Jagdishbhai Patel and Mr. Kalpit
Shastri are liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, have been proposed for re- appointment.
Brief resumes of the directors being reappointed together with other
relevant details form part of the Notice of the ensuing Annual General
Meeting. The Board recommends their reappointments.
9. AUDITORS
M/s Arvind A. Thakkar& Co, Chartered Accountants, auditors of the
Company, retire at the conclusion of the ensuing annual general meeting
but do not offer themselves for re-appointment. The Company has
received a requisition to appoint M/s. JayamalThakore& Co., Chartered
Accountants, as the Statutory Auditor of the Company. Consequently a
consent letter and certiûcate from M/s. JayamalThakore& Co., Chartered
Accountants stating that their appointment, if made, will be in
accordance with the limits speciûed in Section 224(1B) of the Companies
Act, 1956 has also been received. The Audit Committee in its meeting
held on 14 August, 2013 has also recommended the appointment of M/s.
Jayamal Thakore & Co., as Statutory Auditors of the Company. Your
directors also recommend their appointment
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the companies act, 1956, the Board of
Directors of the company hereby state and confirm that:-
(a) In the preparation of the annual accounts, the applicable
accounting Standards had been followed along with proper explanation
relating to material Departures.
(b) The directors had 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 the year under review.
(c) The directors had taken proper and sufficient care 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 directors had prepared the account on going on concern basis.
PARTICULARS OF THE EMPLOYEES
The Company had not paid any remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read along with the
Companies (Particulars of Employees) Rules, 1975. Hence, no information
is required to be appended to this report in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company is doing the utmost for conservation of Energy. As regards
Technology Absorption, the same is nil. During the year there were no
foreign exchange earnings and outgo.
ACKNOWLEDGMENTS:
Your Directors express their sincere appreciation for the valuable
assistance and co-operation extended to the company by its Customers,
Bankers, Financial Institutions, State and Central Government
Authorities, Service Providers, Contractors and the Stake Holders.
Your Directors also wish to place on record their appreciation of the
dedicated services and valuable contribution by the employees of the
company at all levels.
For and on behalf of the Board of Directors
Anant Maloo
Chairman & Managing Director
Place: Ahmedabad
Date: August 16, 2013
Mar 31, 2012
The Directors have the pleasure of presenting the Twelveth Annual
Report of your Company together with the audited accounts for the year
ended 31st March, 2012.
1. FINANCIAL RESULTS
The summary of financial results for the year is given below:
(Rs in Lacs)
Particulars 2011-12 2010-11
Net Sales & Other Income 8311.70 7923.00
Operating Profits (PBDIT) 1063.81 847.55
Less : Depreciation 75.59 62.39
Interest 512.49 339.33
Profit Before Tax & Exceptional Items 475.73 445.31
Less: Exceptional Items 0.00 0.00
Provision for Taxation 162.00 150.00
Deferred Tax 12.46 20.80
Profit after Tax 301.27 274.51
2. DIVIDEND
With a view to conserve resources, your directors have not recommended
any dividend for the year under review.
3. REVIEW OF BUSINESS OPERATION
During the year under review, your company has registered the turnover
of Rs 8132.55 Lacs against the turnover of Rs 7915.33 Lacs of previous
year. The overall increase in cost is due to increase in the number of
employees and more number of machines installed. Further the interest
expense has also impacted the profitability. The Profit before Tax for
the current year is Rs 475.72 Lacs as against Rs 445.32 Lacs of previous
year.
4. INITIAL PUBLIC OFFER
The Company has made an Initial Public Offering of 36,90,000 Equity
Shares of Rs 10/- each with a premium of Rs 53/- per equity Share
aggregating to Rs 23,24,70,000/- in the month of May-June, 2011. The
issue was fully subscribed. The shares of the Company are listed in the
Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of
India Limited (NSE) on 22nd June, 2011.
5. CHANGES IN CAPITAL STRUCTURE
Your Company has successfully concluded the Initial Public Offer of
36,90,000 Equity Shares of face value of Rs 10/- each at a price of Rs
63/- per equity share (including share premium of Rs 53/- per equity
share). After the public issue, total Issued, Subscribed and Paid-up
share capital of the Company is increased to Rs 1475.65 Lacs divided
into 14,756,580 Equity Shares of Rs 10/- each.
The Company has issued and allotted 1 (One) Zero % Fully Convertible
Debentures of Rs 3,00,00,000/- (Rupees Three Crores Only) fully paid up,
aggregating to Rs 3,00,00,000/- to HT Media Limited and 1 (One) Zero %
Fully Convertible Debentures of Rs 2,55,00,000/- (Rupees Two Crores
Fifty Five Lacs Only) fully paid up, aggregating to Rs 2,55,00,000/- to
D.B. Corp Limited on preferential basis to be converted into equity
shares at the end of 12 and 14 months respectively.
6. INSURANCE
The Company's plant, property, equipments and stocks are adequately
insured against major risks. After taking into account all the relevant
factors, including the risk benefit trade-off, the Company has
consciously decided not to take insurance cover for loss of profit
under the Consequential Loss (Fire) Policy. The Company also has
appropriate liability insurance covers particularly for product
liability and clinical trials.
7. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Report on Corporate Governance and a certificate from the Statutory
Auditors of the Company confirming compliance of the same has been
included in the Annual Report as a separate section.
8. DIRECTORS
During the year under review, Abhijeet Daga and Tejdeepsingh Anand are
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible have been proposed for re-appointment.
Jagdishbhai Patel and Kalpit Shastri were appointed as Additional
Directors of the Company with effect from 26th May, 2012. It is
proposed to appoint them as directors of the Company, liable to retire
by rotation, at the ensuing Annual General Meeting.
Brief resumes of the directors being appointed/ re-appointed together
with other relevant details form part of the Notice of the ensuing
Annual General Meeting. The Board recommends their appointment/
reappointment.
9. AUDITORS
The Auditors Report forming part of this Annual report does not contain
any qualification and is self explanatory.
Your Company's Statutory Auditor, M/s Arvind A. Thakkar & Co.,
Chartered Accountants, Ahmedabad, hold office until the conclusion of
the ensuing Annual General Meeting.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, the Board of Directors of the Company hereby state and
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departure;
(b) The Directors have selected such accounting policies and have
applied them consistently and have 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 the year under review;
(c) 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;
(d) The Directors have prepared the annual accounts on a going concern
basis.
PARTICULARS OF THE EMPLOYEES
The Company had not paid any remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read along with the
Companies (Particulars of Employees) Rules, 1975. Hence, no information
is required to be appended to this report in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company is doing the utmost for conservation of Energy. As regards
Technology Absorption, the same is nil. During the year there were no
foreign exchange earnings and outgo.
ACKNOWLEDGMENTS:
Your Directors express their sincere appreciation for the valuable
assistance and co-operation extended to the company by its Customers,
Bankers, Financial Institutions, State and Central Government
Authorities, Service Providers, Contractors and the Stake Holders.
Your Directors also wish to place on record their appreciation of the
dedicated services and valuable contribution by the employees of the
company at all levels.
For and on behalf of the Board of Directors
Place: Ahmedabad Anant Maloo
Date: 26.05.2012 Chairman & Managing Director