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Directors Report of TPL Plastech Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 21st ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Rs. Lacs)

Particulars Year Ended

31.03.2014 31.03.2013

Revenue from 19013.65 15383.99

Operations 2.58 2.71

Other Income

Net Sales 19016.23 15386.70

Profit before Interest and Depreciation 1742.80 1593.66

Less : Interest 514.92 480.17

: Depreciation 371.10 355.59

Profit/(Loss) for the 856.78 757.90 year before tax

Tax Expenses (173.50) (130.22)

Net Profit/(Loss) after tax 719.28 627.99

OPERATIONS:

During the year under review, your Company has achieved a Revenue from operations of Rs. 19013.65 lacs, thereby registering a growth of 23.59% as compared to the revenue from operation of Rs. 15383.99 lacs of the previous year.

The Company has earned a Net profit after tax of Rs. 719.28 lacs, thereby registering an increase of 14.59% as compared to the Net Profit after tax of Rs. 627.99 lacs of the previous year.

DIVIDEND:

Your directors are pleased to recommend a final dividend @ Rs. 2.00 per share i.e. @ 20% (previous Year - 20%), subject to approval of the shareholders at the ensuing Annual General Meeting.

The total amount of dividend for the year shall be Rs. 156.01 lacs as against Rs. 156.01 lacs for the previous year. Dividend distribution tax paid/ payable by the Company for the year would amount to Rs. 26.51 lacs.

PUBLIC DEPOSITS:

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

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Collaborators offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employees whose particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Jagdish Bhuta resigned as director of the Company w.e.f 15.5.2014. The Directors wish to place on record their appreciation for the valuable guidance during his tenure as Director of the Company.

Dr. G.N. Mathur was a nominee director of Time Technoplast Limited upto 24.5.2014. There after he continues on the Board as an independent director on the Board of TPL PLASTECH LIMITED.

Mr. Vishal Jain was appointed as nominee director of Time Technoplast Limited on the Board of TPL PLASTECH Limited w.e.f. 24th May 2014.

Mr. Murarilal Jangid has been appointed as Chief Financial Officer of the Company w.e.f. 24th May, 2014 under Sec 203 of the Companies Act 2013.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of upto five Consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the share holders of the company.

Pursuant to Section 149 and Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjaya Kulkarni, Mr. M.K. Wadhwa, Dr. G.N. Mathur retire at the forthcoming Annual General Meeting of the Company and are eligible for appointment for a term of five consecutive years as Independent Directors in accordance with the Companies Act 2013.

In order to give effect to the applicable provisions of Sec 149 and Sec 152 of the Act, it is proposed that these directors be appointed as Independent Directors, to hold office for five consecutive years, w.e.f the date of the forthcoming AGM and they shall not be liable to retire by rotation.

CONSTITUTIONS OF BOARD COMMITTEES/ REDEFINING THEIR ROLES:

The role, powers and terms of reference of the Audit Committee were revised w.e.f. 24th May 2014, so as to align it with the requirements of Revised clause 49 of the Listing Agreement as well as provisions of Sec 177 of the Companies Act, 2013.

The Shareholders''/Investors'' Grievance Committee constituted by the Board was renamed as Stakeholders Relationship Committee on 24th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 178 of the Companies Act 2013.

The Remuneration Committee constituted by the Board was renamed as Nomination and Remuneration Committee on 24th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 178 of the Companies Act 2013 and the Amended Clause 49 of the Listing Agreement. In order to meet the requirements of the Companies Act 2013.

The Corporate Social Responsibility Committee was constituted on 24th May 2014 in accordance with the Sec 135 of the Companies Act 2013 to formulate and recommend to the Board of directors, the CSR Policy and to indicate the activities to be undertaken by the Company to meet the objectives of the CSR Policy.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 as at 31st March, 2014 and of the Profit of the Company for the financial year ended 31 st March, 2014.

(iii) 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 frauds and other irregularities.

(iv) That the annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 139 and 141 of the Companies Act 2013, the Company has received written consent and certificate from M/s. Lodha & Co, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section and it is proposed to re-appoint them as Auditors upto the conclusion of the 24th Annual General Meeting of the Company to be held in 2017, subject to ratification of the appointment by the members at AGM,.

Members are requested to consider their re- appointment and authorize the Board to fix their remuneration.

COST AUDITOR:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the Rules thereunder, the Company''s Cost Records for the year ended March 31, 2014 are being Audited by Cost Auditors, M/s. C G Pampat & Co. The Cost Audit Report for the year ended March 31, 2013 was filed within the stipulated due date. The Board of Directors of the Company has, at its meeting held on 24th May 2014 appointed M/s. C G Pampat & Co. as the Cost Auditors for the year ending March 31, 2015. The members will be required to ratify the remuneration proposed to be paid to the Cost Auditors in terms of relevant provisions of the Companies Act, 2013.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance is given in " Annexure B " to this Report .

PERSONNEL:

Your Directors are pleased to inform you that employee relations continued to be cordial and peaceful both at the factory and the office during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Company''s bankers, its shareholders, customers and suppliers.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company and look forward to their continued support .

For and on behalf of the Board of Directors

Kamlesh Joisher Sanjaya Kulkarni Whole Time Director Chairman Date : 24th May 2014 Place : Mumbai


Mar 31, 2013

To The Members of TPL PLASTECH LIMITED Mumbai.

The Directors present the twentieth ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

(Rs.Lacs) Particulars Year Ended 31.03.2013 31.03.2012

Revenue from Operations 15383.99 12,857.32

Other Income 271 3.17

Net Sales 15386.70 12,860.49

Profit before Interest and

Depreciation 1593.66 1,438.69

Less : Interest 480.17 428.61

Depreciation 355.59 305.40

Profi t/(Loss) for the year before 757.90 704.68 tax

Provision for Taxation

- Current Tax (154.53) (142.12)

- Wealth Tax (0.16) (0.21)

- Deferred Tax (57.91) (59.78)

- MAT Credit Adjustment 82.39 84.70

Net Profi t/(Loss)after tax 627.69 587.26

OPERATIONS:

During the year under review, your Company has achieved a Revenue from operations of Rs.15383.99 lacs, thereby registering a growth of 19.65% as compared to the revenue from operation of Rs. 12857.32 lacs of the previous year.

The Company has earned a Net profi t after tax of Rs. 627.69 lacs, thereby registering an increase of 6.88% as compared to the Net Profi t after tax of Rs. 587.26 lacs of the previous year.

DIVIDEND:

Your directors are pleased to recommend a fi nal dividend @Rs.2 per share i.e. @ 20 % (previous Year - 20%), subject to approval of the shareholders at the ensuing Annual General Meeting.

The total amount of dividend for the year shall be Rs. 156.01 lacs as against Rs. 156.01 lacs for the

previous year. Dividend distribution tax paid/ payable by the Company for the year would amount to Rs. 26.51 lacs.

PUBLIC DEPOSITS:

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

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy effi ciency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Collaborators offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Nil

Total foreign exchange outgo - Rs. 8760.44 Lacs

PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employees whose particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Sanjaya Kulkarni and Mr. M.K. Wadhwa, Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the company and being eligible, offers themselves for re appointment as Non- Executive Independent Director of the company.

As required, the requisite details of Directors seeking re-appointment are included in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of the Company confi rm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material disclosures.

(ii) 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 as at 31st March, 2013 and of the Profi t of the Company for the fi nancial year ended 31st March, 2013.

(iii) the Directors have taken proper and suffi cient 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 frauds and other irregularities.

(iv) the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. A certifi cate from the Auditors has been received to the effect that their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re- appointment and authorize the Board to fi x their remuneration.

COST AUDITORS:

In terms of the Notifi cation F No 52/26/CAB- 2010 dated January 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed M/s C G Pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fi nancial year 2012-13 .

The Company has appointed M/s C G Pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fi nancial year 2013-14. It is in the process of making necessary application to the Central Government for seeking its approval to the appointment of Cost Auditor.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE :

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certifi cate on its compliance is given in "ANNEXURE" to this Report .

PERSONNEL:

Your Directors are pleased to inform you that employee relations continued to be cordial and peaceful both at the factory and the offi ce during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Company''s bankers, its shareholders, customers and suppliers.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company and look forward to their continued support .

For and on behalf of the Board of Directors

Kamlesh Joisher Sanjaya Kulkarni

Whole Time Director Chairman

Date : 18th May 2013

Place : Mumbai


Mar 31, 2012

To,The Members of TPL PLASTECH LIMITED Mumbai.

The Directors present the NINETEENTH ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

(Rs.in Lacs)

Particulars Year Ended

31.03.2012 31.03.2011

Revenue from Operations 12,857.32 9,758.37

Other Income 3.17 2.13

Net Sales 12,860.49 9,760.50

Profit before Interest and 1,438.69 1,409.92 Depreciation

Less: Interest 428.61 300.67

: Depreciation 305.4 263.37

Profit/(Loss) before tax 704.63 845.88

Provision for Taxation

-Current Tax (142.13) (167.63)

-Wealth Tax (0.21) (0.19)

- Deferred Tax (59.78) (178.72)

- MAT Credit Adjustment 84.70 73.61

Net Profit/(Loss)after tax 587.26 572.95

Exceptional Items Gain - 330.29

Net Profit 587.26 903.24

OPERATIONS:

During the year under review, your Company has achieved a Revenue from operations of Rs. 12,857.32 lacs, thereby registering a growth of 31.75 % as compared to the revenue from operation of Rs. 9,758.37 lacs of the previous year.

The Company has earned a Net profit after tax of Rs. 587.26 lacs, thereby registering an mairginal increase of 2.50% as compared to the Net Profit after tax of Rs. 572.95 lacs of the previous year.

DIVIDEND:

Your directors are pleased to recommend a final dividend @ Rs. 2 per share i.e. @ 20% (previous Year - 20%), subject to approval of the shareholders at the ensuing Annual General Meeting.

The total amount of dividend for the year shall be Rs. 156.01 lacs as against Rs. 156.01 lacs for the previous year. Dividend distribution tax paid/ payable by the Company for the year would amount toRs. 25.31 lacs.

NEW PROJECT:

The Directors are pleased to inform that the new unit set up at Kutch District, Gujarat has commenced with its production.

FIXED DEPOSITS:

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

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Parent Company offer periodical training to improve the quality of the Company's products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Parent Company for better understanding of the technology and the Parent Company continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Nil

Total foreign exchange outgo - Rs. 5,092.84 Lacs

PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employees whose particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Vishal Jain Director of the Company, retires by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment as Non- Executive Independent Director of the company.

As required, the requisite details of Directors seeking re-appointment are included in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA)of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material disclosures.

(ii) 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 as at 31st March, 2012 and of the Profit of the Company for the financial year ended 31stMarch, 2012.

(iii) 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 frauds and other irregularities.

(iv) the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the conclusion of the

forthcoming Annual General Meeting and are eligible for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re- appointment and authorize the Board to fix their remuneration.

MANAGEMENT'S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors' Certificate is presented in a separate section forming part of the Annual Report.

PERSONNEL:

Your Directors are pleased to inform you that employee relations continued to be cordial and peaceful both at the factory and the office during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Company's bankers, its shareholders, customers and suppliers.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Kamlesh Joisher Sanjaya Kulkarni

Whole Time Director Chairman

Date :21st May, 2012 Place: Mumbai


Mar 31, 2011

To, The Members, TPL PLASTECH LIMITED

Mumbai.

The Directors present the EIGHTEENTH ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

(Rs. Lakhs)

Particulars Year Ended 31.03.2011 31.03.2010

Sales 10733.94 7915.55

Less Excise Duty 975.57 600.26

Net Sales 9758.37 7315.29

Profit/(Loss) before Interest and Depreciation 1409.92 1060.60

Less: Interest 300.67 171.18

: Depreciation 263.37 190.14

Profit/(Loss) for the year 845.88 699.28 before tax

Provision for Taxation

- Current Tax (167.63) (232.87)

- Wealth Tax (0.19) -

- Deferred Tax (178.71) (8.34)

- MAT Credit Adujstment 73.61 -

Net Profit after tax 572.96 458.07

Provision for Tax for Earlier year - 0.10

written back

Add: Exceptional Items 330.29 -

Net Profit 90324 458.17

OPERATIONS:

During the year under review, your Company has achieved a Gross Turnover of Rs. 10733.94 lacs, thereby registering a growth of 35.61 % as compared to the Gross Turnover of Rs. 7915.55 lacs of the previous year.

The Company has earned a Net profit after tax of Rs. 572.96 lacs, thereby registering an increase of 25.05% as compared to the Net Profit after tax of Rs. 458.17 lacs of the previous year

DIVIDEND:

Your directors are pleased to recommend a final dividend @ Rs. 2.00 per share i.e. @ 20% (previous Year-20%), subject to approval of the shareholders at the ensuing Annual General Meeting.

The total amount of dividend for the year shall be Rs. 156.01 lacs as against Rs. 156.01 lacs for the previous year. Dividend distribution tax paid/ payable by the Company for the year would amount to Rs. 25.31 lacs.

NEW PROJECT

Pantnagar

The Directors are pleased to inform that the new unit set up at Pantnagar has commenced with its commercial production. The total cost of Rs. 1228 Lacs being infused through the Internal Accruals of the Company and External borrowings from Bank. The unit avail the benefits of the Income Tax & Sales tax exemptions.

Kutch

During the year Company is setting up a new unit at Kutch District, Gujarat to cater the growing demand of the Region and your director are expects start up of commercial production in the current financial year.

Your Directors are confident that implementation and commissioning of on going and new projects shall take the company further on growth path and prosperity.

FIXED DEPOSITS:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGOINGS:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employees whose particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Dr. G. N. Mathur & Mr. Jagdish Bhuta, Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re appointment as Non- Executive Independent Director of the company.

As required, the requisite details of Directors seeking re-appointment are included in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 17 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirm that:

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material disclosures.

(ii) 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 as at 31st March, 2011 and of the Profit of the Company for the financial year ended 31st March, 2011.

(iii) 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 frauds and other irregularities.

(iv) That the annual accounts for the year ended 31st March 2011 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. A certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re- appointment and authorize the Board to fix their remuneration.

CORPORATE GOVERNANCE

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors' Certificate on its compliance is given in "Annexure B" to this Report.

PERSONNEL:

Your Directors are pleased to inform you that employee relations continue to be cordial and peaceful both at the factory and the office during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Company's bankers, its shareholders, customers and suppliers.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sanjaya Kulkarni Kamlesh Joisher Chairman Whole Time Director

Date : 21st May, 2011 Place : Mumbai


Mar 31, 2010

The Directors present the SEVENTEENTH ANNUAL REPORT on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

(Rs. Lakhs)

Particulars Year Ended

31.03.2010 31.03.2009

Sales 7915.55 7660.57

Less Excise Duty 600.26 866.04

Net Sales 7315.29 6794.53

Profit before Interest and Depreciation 1060.60 719.41

Less: Interest 171.18 128.47

: Depreciation 190.14 149.24

Profit for the year before tax 699.28 441.70

Provision for Taxation

- Current Tax (232.87) (138.07)

- Wealth Tax - (0.10)

- Deferred Tax (8.34) (15.38)

- Fringe benefit tax - (1.32)

Net Profit after tax 458.07 286.83

Provision for Tax for Earlier year 0.10 4.54 written back

Net Profit 458.17 291.37

Net Profit brought forward from 605.67 518.67 previous year

Profit available for appropriation 1063.84 810.04

Less: Appropriations :-

- Proposed Dividend (156.01) (156.01)

- Dividend Tax (25.91) (26.51)

- Transfer to General (35.00) (21.85) Reserve

Profit carried to Balance 846.92 605.67 Sheet

OPERATIONS:

During the year under review, your Company has achieved a Gross Turnover of Rs. 7915.55 lacs, thereby registering a growth of 3.33% as compared to the Gross Turnover of Rs. 7660.57 lacs of the previous year.

The Company has earned a Net profit after tax of Rs. 458.17 lacs, thereby registering an increase of 57.25% as compared to the Net Profit after tax of Rs. 291.37 lacs of the previous year.

DIVIDEND:

Your directors are pleased to recommend a final dividend @ Rs 2 per share i.e. @ 20% (previous Year - 20%), subject to approval of the shareholders at the ensuing Annual General Meeting.

The total amount of dividend for the year shall be Rs. 156.01 lacs as against Rs. 156.01 lacs for the previous year. Dividend distribution tax paid/ payable by the Company for the year would amount to Rs. 25.91 lacs.

NEW PROJECT

Jammu

The Directors are pleased to inform that the new unit set up at Jammu has commenced with its commercial production. The total cost of the Project is Rs. 1400.00 Lacs and this has been financed through the Internal Accruals of the Company and External borrowings from a Bank.

The unit will help in increasing the sales and profitability of the Company, as the Company will be able to avail the benefits of the Excise exemption for 10 years and Income Tax exemption for 10 years because of the location of the plant at Jammu.

Pantnagar

During the current year Company is setting up a new unit at Pantnagar, Uttarakhand to cater the growing demand of Northern and Eastern Region of India. Your directors expect that this unit will start commercial production in the current financial year.

Your Directors are confident that the implementation and commissioning of these new projects shall take the company further on the growth path and prosperity.

FIXED DEPOSITS:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGOINGS:

Information pursuant to Section 217(1)(e) of the Companies Act , 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

During the year under review the Company had no employees whose particulars are required to be furnished under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Sanjaya Kulkarni & Mr. M. K. Wadhwa, Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the company and being eligible, offers themselves for re appointment as Non- Executive Independent Directors of the company.

Mr. Kamlesh Joisher has been reappointed as Whole Time Director of the Company for a period of three year with effect from 14.07.2010, subject to approval of the members in the forthcoming Annual General Meeting.

As required, the requisite details of Directors seeking re-appointment and appointment of Whole Time Director are included in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act , 1956, as amended by the Companies (Amendment) Act, 2000, the Board of Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material disclosures.

(ii) 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 as at 31st March, 2010 and of the Profit of the Company for the financial year ended 31 st March, 2010.

(iii) 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 frauds and other irregularities.

(iv) That the annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s Lodha & Co, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re- appointment and authorize the Board to fix their remuneration.

CORPORATE GOVERNANCE

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors Certificate on its compliance is given in " Annexure B " to this Report.

PERSONNEL:

Your Directors are pleased to inform you that employee relations continue to be cordial and peaceful both at the factory and the office during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the Companys bankers, its shareholders, customers and suppliers.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Kamlesh Joisher Sanjaya Kulkarni Whole Time Director Chairman

Date :20th May 2010 Place :Mumbai



 
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