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Directors Report of Timbor Home Ltd.

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

 
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