Mar 31, 2015
The Directors have great pleasure in presenting the 21st Annual Report
on the business and operations of your Company together with the
Audited Financial Statements for the year ended March 31, 2015:
FINANCIAL RESULTS
PARTICULARS Year ended Year ended
March 31 2015 March 31 2014
Rs. in Crores Rs. in Crores
Gross Turnover Including
other income 88.62 82.71
Profit before Interest,
Depreciation and Tax (40.29) (58.73)
Less: Interest and
financial charges 16.55 19.85
Depreciation 7.01 6.13
Profit Before Tax (63.86) (84.71)
Less: Exceptional Items - -
Provision for Current &
Old Tax 0.40 0.05
Provision for Deferred Tax 0.57 0.87
Less: Extraordinary Item 19.31 6.77
Net Profit available for
appropriation (84.13) (92.40)
Add: Profit Transfer From
Last Year (77.87) 14.00
Appropriations:
Dividend on equity shares - -
Dividend Distribution Tax - -
Balance Carried Forward to
Balance Sheet (162.00) (71.48)
OVERVIEW OF THE FINANCIAL PERFORMANCE
- The company sold 7584.90 MT of Plastic goods and achieved net product
turnover of Rs. 88.19 Crores during the current year against sale of
5763.30 MT and net product turnover of Rs. 81.38 Crores in the previous
year.
Total Income/Loss and Operating Profit/Loss for the year amounted to
Rs. -84.13 Crores and -91.52 Crores as compared to for the previous
year, recording a decrease loss of 8.78%
PERFORMANCE AND BUSINESS OPERATIONS
The global economy in the Financial Year (FY) 2014-15 improved slowly,
but was short on expectations. Several European economies experienced
recession due to high unemployment, banking fragility, fiscal
tightening and sluggish growth. The U.S. economy improved marginally,
driven mainly by housing and the consumer sectors; however, capital
investments remained sluggish. Among the Asian economies, China going
through a political transition experienced considerably slow growth.
Declaration in industrial output and exports weakened India's economic
growth significantly.
FY 2014-15 proved to be a challenging year and too for the company. The
company performance was under expected and company had applied for
restructuring of Loans from its Lead Banker in view of good future.
Despite of the global challenges, there was always good demand for the
PVC products as PVC piping is one of the world's most sustainable
products, making it ideal for long-term term use in underground
infrastructure.
BUSINESS EXPANSION
The company is exclusively dealing with PNB for entire working capital
requirements. In the year 2011 the company was sanctioned Term loan of
128.50 Crores by consortium of banks led by PNB and other banks
Allahabad bank and UCO bank. The share of PNB was 60 Crores; Allahabad
was of 40 Crores and UCO bank Rs 28.50 in the consortium. Term Loan was
taken to undertake expansion by adding the capacity of existing plant
by adding new machinery of existing machineries for manufacture of PVC
injection, molded fittings, HDPE Sprinkler System, inline drip
irrigation System, LLDEP fittings for micro irrigation pellet including
fruits and vegetables crates.
Due to delay in acquisition of land on account of proposed expansion of
Jalgaon Airport, the company had to acquire an alternate Site at
Village Paldhi Dist Jalgaon. The UCO Bank delayed revalidation of
sanction and finally they declined their sanction for the revalidation
of their share of the term loan after execution of joint documents. So
the mega project was abnormally delayed and the company suffered huge
financial losses and business activity remained on very low scale
during the current financial year.
To arrest further losses and to ensure that the unit starts generating
profit again, the company decided to shelve Mega project and utilize
the machinery purchased at existing project.
DIVIDEND
The Board does not recommend any dividend for the year ended March 31,
2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr.
Jayaprakash B Kabra, (Holding DIN. 01199314) and Mr. Omprakash S
Jhavar, (Holding DIN. 00993808) a Non Executive Director liable to
retire by rotation, who being eligible for reappointment offer himself
for reappointment, be here by re-appointed as Independent Director of
the Company.
Ms. Chetna R Nannavare, (Holding DIN. 07174167) who was appointed as an
Additional Director of the company with effect from 31-03-2015 under
Section 161 of the Companies Act, 2013, be and is hereby appointed as
an Independent Women Director of the Company to hold office for term
five consecutive years commencing from 31-03-2015.
The Company has received declaration from all the Independent Directors
of the company confirming that they meet with the criteria of the
independence as prescribed both under section 149(6) of the Companies
Act 2013, and under clause 49 of the Listing Agreement with Stock
Exchange Mr. Sanjay R Taparia, CEO and Mr. B V Pandey (General Manager)
were appointed as key Managerial Personnel of your company, in
accordance with the provisions of Section 203 of the Companies Act
2013.
FIXED DEPOSITS
The Company during the year under review has not accepted any deposits
from Public under the Companies (Acceptance of Deposits) Rules 1975.
The Company had no unclaimed (overdue) deposits as on March 31, 2015.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings:
The Board of Directors met 12 times during the financial year ended
31st March 2015 in accordance with the provisions of the Companies Act,
2013 and rules made there under. The details thereof are given in the
Corporate Governance Report.
The Company has devised criteria for performance evaluation of
independent Directors, Board/ Committees, and other individual
Directors which includes criteria for performance evaluation of
COMMITTEES OF THE BOARD
Tulsi has three Board level committees:
- Audit Committee
- Nomination and Reumeration Committee
- Stakeholder relationship committees
The details of the said committees are elaborated in corporate
governance report.
Non-Executive Director and Executive Director, Performance evaluation
has been carried out as per Nomination & Remuneration Policy.
A separate excise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
qualification, knowledge, skill and experience in the respective field,
honesty, integrity, ethical behavior and leadership, Independence of
Judgment, Safeguarding the interest of the Company, attending the
meeting regularly understanding the business, regulatory, competitive
and social environment , understanding strategic issues and challenges,
bringing outside information and perspective to Board for deliberation,
ability to identify the cost benefits and implications of Board
decisions etc.
The Board has, on the recommendation, of the Nomination & Remuneration
committee, framed a Nomination & Remuneration Committee, framed a
Nomination & Remuneration policy and Policy on fixation of criteria for
selection & appointment of Directors & Senior Management Personnel are
annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.
RISK MANAGEMENT POLICY
Your Company has put in place a well designed Risk Management Policy.
The policy has adequately systematized risks identification,
assessment, monitoring and controlling processes and the same are
working fine.
Notwithstanding above, the Management desires to further strengthen the
framework by improving present practices of risk assessment, monitoring
and controlling by implementing latest techniques in monitoring and
governance. With this end in mind, the Company has appointed a
professional firm, to evaluate current risk management practices of the
Company and suggest overall changes and improvements to achieve
structured risk governance.
The key risks and mitigating actions are also placed before the Audit
Committee of the Company. Significant audit observations and follow up
actions thereon are reported to the Audit Committee. The Audit
Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the
Company's risk management policies and system.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis forms an integral part of this
report and gives detail of the overview, industry structure and
developments, different product groups of the Company, operational
performance of its various business segments
CORPORATE GOVERNANCE
The company has taken the requisite steps to comply with the
recommendations concerning Corporate Governance.
A separate statement on Corporate Governance together with a
certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under clause 49 of the
listing agreement forms part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The prescribed particulars of Employees required under Section 197(12)
of Companies Act 2013 read with Rule 5(1) the Companies (Appointment
and Remuneration of Managerial Personnel) Rule, 2014 as amended rules
are not applicable to the company and hence not provided. There are no
employees who come under the purview of section 197 (12).
Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuing
compliances with the provisions of section 134(3)( C ) read with
Section 134(5) of the companies Act, 2013 in the preparation of annual
accounts for the year ended on 31st March 2015 and state that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed and no material departures from the same;
ii) the Directors have selected such accounting policies and applied
consistently and made judgment 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 31st March 2015 and of the profit of the company for
the year ended on that date;
iii) the Directors have 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;
iv) the Directors have prepared the annual accounts on a going concern
basis;
v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial control are
adequate and are operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively;
INTERNAL CONTROL SYSTEM
The Company has in place Internal Control system, commensurate with
size & complexity of its operations to ensure proper recording of
financial and operational information & compliance of various internal
controls & other regulatory & statutory compliances. During the year
under review, no material or serious observation has been received from
the Internal Auditors of the company for inefficiency or inadequacy of
such controls.
Independence of the audit and compliance is ensured by the direct
reporting of Internal Audit Division and Internal Auditors to the Audit
Committee of the Board.
AUDITORS
M/s K.K. Kabra & Co., Chartered Accountants, (Firm Registration Number
104493W) the Statutory Auditors of the Company retires at the
conclusion of the ensuing Annual General Meeting and are eligible for
re- appointment. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the limits
prescribed under Section 139(1) of the Companies Act, 2013.
Accordingly, they are proposed to be re-appointed as Statutory Auditors
of the Company for the year 2015-16.
AUDITORS' REPORT
Note on financial statement referred to in the Auditor's Report is
self- explanatory.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
The Net worth of the company has been fully eroded. Company Loan
Account declare as NPA in September 2014 and Company have failed to pay
interest and principal loan amount borrowed from bank (Punjab National
Bank, Allahabad Bank). Bank has initiated collection of its dues and
has announced auction of company property as on 19th June 2015, against
which company has filed a stay petition in court and also filed
objection against Bank and submitted restructuring proposal to bank.
Bank also offered to your company in OTS Scheme, which affect the
financial position of the company or may require disclosure.
SUBSIDIARY COMPANY
The Company had only one foreign wholly owned subsidiary i.e. Tulsi
International FZE, Sharjah, UAE, which was closed down in the 3rd
Quarter and company has reported the same.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014 The Board has appointed M/s Milan Mehta &
Associates., Company Secretaries (C.P. No 6401), to conduct Secretarial
Audit for the financial year 2014- 15.
Secretarial Audit Report issued by M/s Milan Mehta & Associates.,
Company Secretaries in Form MR-3 for the financial year 2014-15 forms
part to this report Annexure V. The said report does not contain any
observation or qualification requiring explanation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the financial Year 2014-15, year company has entered in to
transactions with related parties as defined under Section 2 (76) of
the Companies Act, 2013, read with Companies (Specification of
Definitions Details) Rules, 2014 which were in the ordinary course of
business & on arm's length basis & in accordance with the provisions of
the Companies Act, 2013 Rule issued there under & Clouse 49 of the
Listing Agreement. During the financial year 2014-15, there were no
transactions with related parties which qualify as material
transactions with related parties which qualify as material
transactions under the Listing Agreement.
The details of the related party transactions as required under
Accounting Standard -18 are set out in Note- 44 to the standalone
financial statement forming part of this Annual Report.
The Form AOC-2 pursuant to section 134 (3) (h) of the Companies Act
read with Rule 8(2) of the Com (Accounts) Rule, 2014 is set out as
Annexure VI to this Report.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A "Vigil Mechanism Policy" for Directors and employees of the Company
is constituted, to pro mechanism which ensures adequate safeguards to
employees and Directors from any victimized rising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresent any, financial statements and reports, etc.
COST AUDITOR
Company has appointed Sushil Kumar Mantri & Associates, Cost
Accountants for conducting cost a the financial year 2014-15 & 2015-16.
CODE OF CONDUCT COMPLIANCE
A declaration signed by the Chairman and Director affirming compliance
for the Financial Year 2 with the Company's Code of Conduct by the
Directors and Senior Management as required under 49 of the Listing
Agreement with Stock Exchanges, is annexed and forms part of the
Directors' Re
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo re to be given pursuant to Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Com (Accounts)
Rule, 2014 is annexed herewith as Annexure-I to this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMETS AD SECURITIES
The company has not given any loans, directly or indirectly or
guarantees or provided any security or any investment covered under
section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the company and the init undertaken by the company on CSR activities
during the year are set out in Annexure of this Report format
prescribed in the Company's Corporate Social Responsibility Policy
2014. (Annexure VII)
OTHER DISCLOSURES
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITIO AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by
all the employees. Your Directors take this opportunity to express
their grateful appreciation for the encouragement, co-operation and
support received by the company from the local authorities, banker,
customers, suppliers and business associates and deep sense of
appreciation for the committed services by the executives, staff and
workers of the Company.. The directors are thankful to the esteemed
shareholders for their continued support and the confidence reposed in
the Company and its management.
For and on behalf of the Board of Directors
Om Prakash Jhavar
(Chairman)
Place: Jalgaon
Date: 03rd September 2015
CIN: L29120MH1994PLC081182
TEL NO: 0257-2272732
FAX No: 0257-2210052
E-mails: [email protected]
Website: www.tulsigroup.com
Mar 31, 2013
To The Shareholders
The directors have pleasure in presenting the 19th Annual Report on
the business and operations of your Company together with the Audited
Statement of Financial Statements for the year ended March 31, 2013:
FINANCIAL RESULTS
PARTICULARS Year ended Year ended
March 31 2013 March 31 2012
Rs. in Crores Rs. in Crores
Gross Turnover
Including other income 197.93 187.78
Proft before Interest,
Depreciation and Tax 23.88 22.52
Less: Interest and fnancial charges 15.94 15.13
Depreciation 4.47 4.30
Proft Before Tax 3.48 3.09
Less: Exceptional Items
Less:
Provision for Current & Old Tax 0.67 0.29
Provision for Deferred Tax 0.51 0.60
Net Proft available for appropriatio 2.30 2.21
Add: Proft Transfer From Last Year 11.70 9.49
Appropriations:
Dividend on equity shares
Dividend Distribution Tax
Balance Carried Forward to Balance Sheet 14.00 11.70
PERFORMANCE AND BUSINESS OPERATIONS
The global economy in the Financial Year (FY) 2012-13 improved slowly,
but was short on expectations. Several European economies experienced
recession due to high unemployment, banking fragility, fscal tightening
and sluggish growth. The U.S. economy improved marginally, driven
mainly by housing and the consumer sectors; however, capital
investments remained sluggish. Among the Asian economies, China going
through a political transition experienced considerably slow growth.
Deceleration in industrial output and exports weakened India''s economic
growth signifcantly.
FY 2012-13 proved to be a challenging year amidst global economic
uncertainties and disturbances in many parts of the world. Despite
these constraints and challenging environment, the Company performed
reasonably well and the highlights of the performance is as under;
1. The revenue from operations of the company witnessed growth of
4.54%. The fgures were 197.93 Crores in comparison to 187.78 Crores.
2. The EBIDT (Earning before Interest, Depreciation and Tax) of the
company has increased from Rs 22.52 Crores to Rs 23.88 Crores, which
shows a increase of 6.04%.
3. Proft before tax during 2012-13 was Rs.3.48 Crores as compared to
Rs.3.09 Crores during 2011-12, which shows a increase of 12.62%.
Despite of the global challenges, there was always good demand for the
PVC products as PVC piping is one of the world''s most sustainable
products, making it ideal for long-term term use in underground
infrastructure.
However, this year saw signifcant material cost infation in the second
half, driven primarily by spiraling crude oil prices and depreciation
of rupees in comparison to dollar. Prices of Resin and Granules, which
constitute 75% of our Material Cost Base, were adversely impacted.
However, your Company continues to strive for operating cost
optimization through a series of initiatives in product mix
rationalization, vendor development and factory technological up
gradation. Resultantly, there was a slight improvement in the
operations and PBT was increased.
BUSINESS EXPANSION
Seeing towards the wide market in Pipe Industry, company is planning to
expand its business by relocating its factories, accompanying with
machines of latest technology and exploring itself with new varieties
of goods like chairs, Furniture and brass ftting.
Present Status of the Project
- Till date the company has already purchased land measuring
approximately 67.71 Acers at Pahur, Nashirabad and Jalgaon
- The company is planning to acquire plant & Machinery of Latest
Technology from various giants of technology and it has already placed
order of it. Various machines has been received by the company and it
is shown in the face of Balance sheet under the head of Fixed Assets
held for Mega Project.
- Construction and related civil work is at its completion level.
DIVIDEND
The Board does not recommend any dividend for the year ended March 31,
2013.
FIXED DEPOSITS
The Company during the year under review has not accepted any deposits
from Public under the Companies (Acceptance of Deposits) Rules 1975.
The Company had no unclaimed (overdue) deposits as on March 31, 2013.
INSURANCE
The Fixed Assets and Stocks of the Company are adequately insured.
RISK MANAGEMENT FRAMEWORK REVIEW
Your Company has put in place a well designed Risk Management Policy.
The policy has adequately systematized risks identifcation, assessment,
monitoring and controlling processes and the same are working fne.
Notwithstanding above, the Management desires to further strengthen the
framework by improving present practices of risk assessment, monitoring
and controlling by implementing latest techniques in monitoring and
governance. With this end in mind, the Company has appointed a
professional frm, to evaluate current risk management practices of the
Company and suggest overall changes and improvements to achieve
structured risk governance.
DIRECTORS
Mr. Rajesh Jhunjhunwala stepped down from the Board with effect from
15th February, 2013. The Board records its deep appreciation of the
valuable services rendered by Mr. Jhunjhunwala during his long
association with the company.
Mr. Vivek M. Pingle was inducted as an additional director with effect
from 1st January, 2013 and holds offce upto ensuing annual general
meeting of the Company. The Company has received notice from a member
pursuant to Section 257 of the Companies Act, 1956, signifying his
intention to propose the candidature of Mr. Vivek M. Pingle for the
offce of director.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE
It has always been the Company''s Endeavour to excel through better
Corporate Governance and fair and transparent practices, many of which
have already been in place even before they were mandated by the law of
the land. The Company complies with the revised clause 49 of the
Listing Agreement, although the same has been deferred for
implementation by SEBI till 31st December, 2005. The Board of Directors
of the Company had also evolved and adopted a Code of Conduct based on
the principles of Good Corporate Governance and best management
practices being followed globally. The Compliance Report on Corporate
Governance forms part of the Annual Report. The Auditors certifcate on
the compliance of Corporate Governance Code embodied in Clause 49 of
the Listing Agreement is attached as Annexure 1 and forms part of this
Report.
PERSONNEL
Information as required under the Companies (Particulars of Employees)
Rules, 1975 read along with section 217(2A) of the Companies Act, 1956,
as amended rules are not applicable to the company and hence not
provided.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confrm:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
ii) That they had selected such accounting policies, applied them
consistently, made judgement''s and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the fnancial year and of the proft of the Company
for that period;
iii) That they had taken proper and suffcient 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 they had prepared the annual accounts on a going concern
basis.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company is constantly
extending its support in areas of education, health, environment,
sports and community welfare directly as well as through various
independent agencies, engaged in charitable activities with special
attention on the villages around company''s manufacturing plant at
Jalgaon. The company has always lived by its philosophy of "Samridh
kisan desh ki shaan" and "Let''s nurture the green eraÂ
" and believes in
living every moment of life in harmony with nature to create value for
ourselves, our stakeholders and the society.
Unlike rushing for new and leaving old, company has maintained kiosk
for supply of drinking water (Panpoi), in the city and in MIDC area of
Jalgaon. To promote the concept of water conservation, the Company had
participated in a project for roof water harvesting in collaboration
with the Rotary Club of Jalgaon. A water harvesting system was also
installed at Jalgaon at the S.P. Offce as a part of the water
conservation initiatives taken by the Company.
In addition of organizing blood donation camp in the factory premises,
your Company has also organized Medical health Check-up and Safety
program for its employees to strive the idea of Health is wealth.
In continuation with previous year, company made farmers aware about
the novel and improved farming techniques which help them in better
yield giving farming, through magazine published by the company, "Tulsi
Patra" and also circulate the method which has benefted a farmer among
the others. It also gives details about the monsoon crops and solved
farmer''s queries on varied topics. Company''s CEO, Mr. Sanjay Kumar
Taparia preached moral values and rich culture of our country through
his blog in the aforesaid magazine "Tulsi Patra"
sIn the wake of conservation of drinkable and potable water, the
company has assisted various water supply schemes in rural areas in
association with local Zilla Parishads and has taken initiative to
encourage locals about the importance of water and various tools like
roof water harvesting to preserve water resources.
Your Company, in association with "Sudharma", a welfare society trust,
has arranged for school bags, note books, clothes etc. for around 125
children whose families are unable to bear the cost of same. Also, it
has arranged for foot wears and clothes for people located in the
vicinity of the Company''s manufacturing plant at Jalgaon.
The management has also continued with training programmes to the
farmers and plumbers. Also, your Company continues to participate in
tree plantation programme and is actively taking participation by
associating itself with various local NGO''s and Government bodies.
Your Company continued to assist community in its social, spiritual,
cultural and religious pursuits by rendering necessary help in monetary
and other terms irrespective of caste, creed or religion for holding
festivals, exhibitions, repairing religious shrines etc.
INDUSTRIAL RELATIONS:
Industrial relations at the Company''s plants continue to be cordial.
INTERNAL CONTROL SYSTEM
The Company''s internal control system comprises audit and compliance by
in-house Internal Audit Division supplemented by internal audit checks
from by M/s Badale Mahale Lanke & Co., M/s Raj Kumar Kothari & Co. and
M/s U. K. Rathi & Co, the Internal Auditors. The internal auditors
independently evaluate the adequacy of internal controls and
concurrently audit the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by the direct
reporting of Internal Audit Division and Internal Auditors to the Audit
Committee of the Board.
AUDITORS
M/s K.K. Kabra & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. The Company has received a certifcate from them to the effect
that their appointment, if made, would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956. Accordingly, they
are proposed to be re-appointed as Statutory Auditors of the Company
for the year 2012-13.
SUBSIDIARIES
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Proft and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
fnancial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered Offce
of the Company and that of the respective subsidiary companies. The
Consolidated Financial Statements presented by the Company include the
fnancial results of its subsidiary companies. Details of major
subsidiaries of the Company and their business operations during the
year under review are covered in the Management''s Discussion and
Analysis Report.
COST AUDITOR
Company has appointed Sushil Kumar Mantri & Associates, Cost
Accountants for conducting cost audit for the fnancial year 2012-13.
PARTICLUARS OF EMPLOYEES U/S 217 (2A)
There are no employees who come under the purview of section 217 (2A).
CODE OF CONDUCT COMPLIANCE
A declaration signed by the Chairman and Managing Director affrming
compliance for the Financial Year 2012-13 with the Company''s Code of
Conduct by the Directors and Senior Management as required under Clause
49 of the Listing Agreement with Stock Exchanges, is annexed and forms
part of the Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are provided in Annexure-I to this Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the fnancial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
executives, staff and workers of the Company. For and on behalf of the
Board of Directors
Om Prakash Jhavar
(Chairman)
Mar 31, 2011
The Shareholders
The directors have pleasure in presenting the 17th Annual Report on
the business and operations of your Company together with the Audited
Statement of Financial Statements for the year ended March 31, 2011:
FINANCIAL RESULTS
Year ended Year ended
March 31 March 31
2011 2010
Rs. in Lacs Rs. in Lacs
Gross Turnover Including other income 15919.00 10111.17
Profit before Interest, Depreciation
and Tax 1841.30 1694.04
Less: Interest and financial charges 1074.38 596.93
Depreciation 302.39 160.64
Profit Before Tax 464.53 936.47
Less: Exceptional Items - 47.41
Less:
Provision for Current & Old Tax 122.84 112.75
Provision for Deferred Tax 137.90 147.54
Net Profit available for appropriation 203.79 628.77
Add: Profit Transfer From Last Year 1068.21 512.54
Appropriations:
Dividend on equity shares - 62.48
Dividend Distribution Tax - 10.62
Balance Carried Forward to Balance Sheet 1272.00 1068.21
PERFORMANCE AND BUSINESS OPERATIONS
Macro - economic environment witnessed a rather gradual uplift over the
better part of the year, however, your Company continued to be
challenged by the cautious dealers mindset resulting from the
unprecedented economic recession of the year before. Improvement in
sales mix has been seen in new areas, albeit at higher cost. For the
fiscal year 2010-11, the sales of your Company grew by 57 % to Rs.
15786.88 lacs as compared with that of previous year at Rs. 10036.83
lacs.
We are happy to inform you that due to continuous increase in the
demand for the Company's products, the Company has increased its
capacity from 24,833 MT. to 30,093 M.T. showing an increase of 21%.
Further we are happy to inform you that during the year under review
your Company was able to utilize its capacity to the tune of 17,997 MT
which is approx. 60% of the capacity as at the end of the last year.
The lesser capacity utilization is due to size change, mould change,
sales order of higher dimensions and frequent power cuts.
This year saw significant material cost inflation in the second half,
driven primarily by spiraling crude oil prices. Prices of Resin and
Granuels, which constitute 95% of our Material Cost Base, were
adversely impacted. However, your Company continues to strive for
operating cost optimization through a series of initiatives in product
mix rationalization, vendor development and factory technological
upgradation.
Resultantly, Profit before tax during 2010-11 was Rs.464.54 lacs as
compared to Rs.936.47 lacs during 2009-10, which shows a decrease of
50.39%. The decrease was mainly due to higher interest rates,
inflation, additional discounts to dealers for price competition and
firm commodity prices. Moreover, the cost of transportation for new
developed areas has also increased due to increase in the fuel prices.
SUBSIDIARY COMPANY
With a view to expand its business in Gulf Countries, the Company has
promoted a wholly owned subsidiary, Tulsi International (FZE) which is
incorporated in Hamriyah Free Zone at Dubai, UAE. However, during the
fiscal year 2010-11 no business operations have been carried out.
However, having regard to the provisions of Section 219(1)(b)(iv) of
the Companies Act, 1956, the Annual Report excluding the information on
Consolidated books of account is being sent to all the Members of the
Company and others entitled thereto. Any member interested in obtaining
such particulars may write to the Compliance Officer at the Registered
Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In order to comply with the provisions of the Accounting Standards
prescribed by the Institute of Chartered Accountants of India and the
provisions of the Listing Agreement with the Stock Exchange(s),
consolidated financial statements have been prepared after considering
the financial statements of the subsidiary.
BUSINESS EXPANSION
As a part of the expansion plans, your Company has taken over the
assets of M/s. Shethiya Pulses Pvt. Ltd. at Plot No.H-17, MIDC Area,
Jalgaon. The second manufacturing plant of your Company, i.e, Unit 2 at
H-16 now includes the area of H-17 also.
Your Company continues its dedication to the slogan "Let's nurture the
green eraÃ
." and is preparing itself for offering a bigger bouquet of
the products to the market by adding flat inline dripper, SWR Fittings,
CPVC pipes, Column submersible pipes, flat inline drip irrigation
system, mini sprinkler, soluble fertilizer, crates, chairs, furniture
and brass fittings in the coming financial year.
DIVIDEND
The Board does not recommend any dividend for the year ended March 31,
2011.
FIXED DEPOSITS
The Company during the year under review has not accepted any deposits
from Public under the Companies (Acceptance of Deposits) Rules 1975.
The Company had no unclaimed (overdue) deposits as on March 31, 2011.
INSURANCE
The Fixed Assets and Stocks of the Company are adequately insured.
INCREASE IN SHARE CAPITAL
The authorized share capital of the Company was increased from
Rs.15,00,00,000 (Fifteen Crores) to Rs.50,00,00,000 (Rupees fifty
crores) during the year under review. Accordingly the paid up share
capital was increased from Rs.12,49,51,000 to Rs.27,49,46,100.
ISSUE OF GLOBAL DEPOSITORY RECEIPTS
During the FY 2010-11, your Company has issued 12,50,000 Global
Depository Receipts representing 1,25,00,000 equity shares of Rs.10/-
each at a premium of Rs. 44/- each and has raised Rs. 6750.00 lacs
which has been primarily utilized for modernization of
machinery/equipment/technology, establishment of overseas subsidiary
and investments in other entities through subsidiary and working
capital for the general and ongoing needs of the company. These GDR's
are listed at the Luxembourg Stock Exchange. No ADRs/Share Warrants or
any other convertible instruments other than the mentioned GDR's have
been issued.
ALLOTMENT OF BONUS SHARES
The Company after obtaining necessary approval from the shareholders
has allotted 24,99,510 bonus shares to the existing shareholders of the
Company in the ratio of 1 bonus equity share for every existing 10
equity shares of Rs. 10/- each held on January 10, 2011 being the
record date.
MANAGEMENT'S DISCUSSION & ANALYSIS REPORT
A detailed review of the progress of the Project 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.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo required to be given 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 as per Annexure - A hereto and forms part of this
report.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Company's Articles of Association, Mr. Rajesh B. Jhunjhunwala and Mr.
Gopaldas J. Maheshwari retires by rotation at the Annual General
Meeting and being eligible offer themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) the Directors to the
best of their knowledge and belief confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii. Appropriate accounting policies have been selected and applied
consistently and have made judgment 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, 2011 and of the Profit and Loss Account
for the year ended March 31, 2011;
iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.
PERSONNEL
Information as required under the Companies (Particulars of Employees)
Rules, 1975 read along with section 217(2A) of the Companies Act, 1956,
as amended, are given in the Annexure -B forming part of this report
INTERNAL AUDIT
Your Company has adequate internal audit system commensurate with the
size of our industry and is carried out by M/s Badale Mahale Lanke &
Co., Chartered Accountants.
AUDITORS
M/s K.K. Kabra & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. The Company has received a certificate from them to the effect
that their appointment, if made, would be within the limits prescribed
under Section 224(1-B) of the Companies Act, 1956. Accordingly, they
are proposed to be re-appointed as Statutory Auditors of the Company
for the year 2011-12.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
Certificate from Mr. Ramesh Mishra, Practicing Company Secretary
confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid Clause 49, is annexed to Corporate
Governance Report.
Attached herewith please find a copy of the Corporate Governance Report
for the period ended March 31, 2011.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company is constantly
extending its support in areas of education, health, environment,
sports and community welfare directly as well as through various
independent agencies, engaged in charitable activities with special
attention on the villages around company's manufacturing plant at
Jalgaon. The company has always lived by its philosophy of "Samridh
kisan desh ki shaan" and "Let's nurture the green eraÃ
" and believes in
living every moment of life in harmony with nature to create value for
ourselves, our stakeholders and the society.
In addition to the kiosk for supply of drinking water (Panpoi),
maintained in the city by the Company, a new kiosk for supplying
drinking water to the public has been constructed in the MIDC area of
Jalgaon. To promote the concept of water conservation, the Company had
participated in a project for roof water harvesting in collaboration
with the Rotary Club of Jalgaon. A water harvesting system was also
installed at Jalgaon at the S.P. Office as a part of the water
conservation initiatives taken by the Company.
A 'Swatantraya Yatra' was organized by the Company in the Jalgaon city
for salutation to the country on the eve of Independence Day, which was
participated by the workers and employees of the Company. The Company
had also taken part in the Industry Safety Rally which was organized in
Jalgaon to create an awareness of safety among the industries.
A blood donation camp was arranged in the premises of the Company as a
step towards awakening the idea of blood donation among the company's
workers and employees.
The Company had also arranged a plantation programme in its campus as a
part of its corporate social responsibility.
In the wake of conservation of drinkable and potable water, the company
has assisted various water supply schemes in rural areas in association
with local zila parishads and has taken initiative to encourage locals
about the importance of water and various tools like roof water
harvesting to preserve water resources.
Your Company, in association with "Sudharma", a welfare society trust,
has arranged for school bags, note books, clothes etc. for around 150
children whose families are unable to bear the cost of same. Also, it
has arranged for foot wears and clothes for people located in the
vicinity of the Company's manufacturing plant at Jalgaon.
The management has also continued with training programmes to the
farmers and plumbers. Also, your Company continues to participate in
tree plantation programme and is actively taking participation by
associating itself with various local NGO's and Government bodies.
Your Company continued to assist community in its social, spiritual,
cultural and religious pursuits by rendering necessary help in monetary
and other terms irrespective of caste, creed or religion for holding
festivals, exhibitions, repairing religious shrines etc.
ACKNOWLEDGEMENT
The Board of Directors place their sincere thanks to the Government,
local authorities, Bankers, customers, suppliers, esteemed shareholders
and business associates of the Company for their encouragement,
co-operation, support and confidence.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during year.
By Order of the Board
Pradip J. Mundhra Sanjay R. Taparia
Managing Director Executive Director
Registered Office:
N-99, MIDC Area,
Jalgaon-425 003
Dated: September 08, 2011
Mar 31, 2010
The directors have pleasure in presenting the 16th Annual Report on
the business and operations of your Company together with the Audited
Statement of Financial Statements for the year ended March 31, 2010:
FINANCIAL RESULTS
Year ended Year ended
March 31 March 31
2010 2009
Rs. in Lacs Rs. in Lacs
Gross Turnover Including
other income 11066.96 8087.65
Profit before Interest,
Depreciation and Tax 1694.04 691.54
Less: Interest and
financial charges 596.93 392.51
Depreciation 14.02 11.26
160.64 67.72
Profit Before Tax 936.47 231.31
Less: Exceptional Items 47.41 -
Less:
Provision for Current & Old Tax 112.75 73.77
Deferred Tax 147.54 26.82
Fringe Benefit Tax (Net) - 4.00
Net Profit available for appropriation 628.77 126.72
Add: Profit Transfer From Last Year 512.54 585.82
Appropriations:
General Reserve - 200.00
Dividend on equity shares 62.48 -
Dividend Distribution Tax 10.62 -
Balance Carried Forward
to Balance Sheet 1068.21 512.54
PERFORMANCE AND BUSINESS OPERATIONS
For the fiscal year 2009-10, your company achieved 37% growth of in
sales aggregating to Rs. 1099.26 lacs as compared with that of
previous year Rs. 802.62 lacs. Also, during 2009-10, the total
installed capacity utilization was increased to 13473.69 metric tonnes
from 9846.30 metric tonnes.
The production level increased due to reduction in down-time and
increase in production of new product ranges in moulded fittings and
micro drip irrigation.
During 2009-10, your companys branches made trading of construction
input items like tore-steel, MS angles, MS channels, MS plates, cement
etc. which accounted for Rs. 2099.43 lacs in comparison to trading
turnover of Rs. 955.28 lacs during 2008-09. The trading in construction
input items facilitated our entry in construction sector by offering
the buyer / contractor different product range from one point contact.
Profit before tax during 2009-10 was Rs. 936.47 Lacs as compared to Rs.
231.31 Lacs during 2008- 09, which shows an increase of 304%. This
phenomenal increase was mainly due to stability in raw material prices
and sales trend which had been adversely affected during 2008-09 due to
severe international economic recession. Additionally your company has
been able to penetrate into micro drip irrigation market along with
increased ranges of existing products, which resulted in increasing
profits for current year under review.
NEW PROJECTS
Your company is taking various growth options so as to enhance the
companys future revenue and for the expansion of its core businesses :
Micro drip Irrigation.
Your company continues its dedication to the slogan "Lets nurture the
green eraÃ
." and is preparing itself for offering a bigger bouquet of
the products to the market by adding CPVC pipes, Column submersible
pipes, flat inline drip irrigation system, mini sprinkler, soluble
fertilizer, crates, chairs, furniture and brass fittings in the coming
financial year.
DIVIDEND
Your Directors are pleased to recommend for your approval, a dividend
of 5% i.e Rs. 0.50 per share (Previous year Rs. Nil per share) for the
year ended March 31, 2010, aggregating to Rs. 73.10 lacs (Previous year
Rs. Nil), inclusive of tax on distribution of dividend.
FIXED DEPOSITS
The Company during the year under review has not accepted any deposits
from Public under the Companies (Acceptance of Deposits) Rule 1975. The
Company had no unclaimed (overdue) deposits as on March 31, 2010.
MANAGEMENTS DISCUSSION & ANALYSIS REPORT
A detailed review of the progress of the Project 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.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo required to be given 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 annexed hereto and forms part of this report.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Companys Articles of Association, Mr. Omprakash S. Jhavar and Mr.
Jaiprakash B. Kabra retires by rotation at the Annual General Meeting
and being eligible offer themselves for reappointment.
PERSONNEL
The Company has not paid any remuneration attracting the provisions
(Particulars of Employees) Rules, 1975 read along with section 217(2A)
of the Companies Act, 1956. Hence no information is required to be
appended to this report in this regard.
AUDITORS REPORT
The auditors report includes the following:
Attention is invited to the following in Schedule 19-Notes to Account:
We report that in respect of observation made in Note No. (2) for non
compliance of Accounting Standard (AS) 15- "Employees Benefit", the
profit would have been lower by approx. Rs. 16.21 lacs (PY Rs. 16.21
lacs) on account of non-provision of annual gratuity premium.
Your board will like to clarify as follows:
The Board has not followed the AS-15 for "Employees Benefit" as the
same has been accounted for as and when paid. Please note that during
the year no instance of gratuity/retirement payment/ dispute has been
come across in the company. The Board now proposes to implement the
same and take necessary independent advisory services for determination
of necessary facts and figures.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) the Directors to the
best of their knowledge and belief confirm that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii. Appropriate accounting policies have been selected and applied
consistently and have made judgment 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, 2010 and of the Profit and Loss Account
for the year ended March 31, 2010;
iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.
INTERNAL AUDIT
Your Company has adequate internal audit system commensurate with the
size of our industry and is carried out by M/s Badale Mahale Lanke &
Co., Chartered Accountants.
AUDITORS
M/s K.K. Kabra & Co., Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. The Company has received a certificate from them to the effect
that their appointment, if made, would be within the limits prescribed
under Section 224(1-B) of the Companies Act, 1956. Accordingly, they
are proposed to be re-appointed as Statutory Auditors of the Company
for the year 2010-11.
CORPORATE GOVERNACE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
Certificate from Mr. Ramesh Mishra confirming compliance of conditions
of Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to Corporate Governance Report.
Attached herewith please find a copy of the Corporate Governance Report
for the period ended March 31, 2010.
CORPOARTE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your company constantly extends its
support in areas of education, health, environment, sports and
community welfare directly as well as through various independent
agencies, engaged in charitable activities with special attention on
the villages around companys manufacturing plant at Jalgaon. The
company has always lived by its philosophy of " Samridh kisan.. desh
ki shaan" and "Lets nurture the green eraÃ
" and believes in living
every moment of life in harmony with nature to create value for
ourselves, our stakeholders and the society.
In the wake of conservation of drinkable and potable water, the company
has assisted various water supply schemes in rural areas in association
with local zila parishadas and has taken initiative to encourage locals
about the importance of water and various tools like roof water
harvesting to preserve water resources. The company is also maintaining
a panpoi in heart of the city of Jalgaon to make available drinking
water to public particularly during summers.
Your company, in association with "Sudharma", a welfare society trust,
has arranged for school bags, note books, clothes etc. for around 150
children whose families are unable to bear the cost of same. Also, it
has arranged for foot wears and clothes for people located in the
vicinity of the Companys manufacturing plant at Jalgaon.
The management has also continued with training programmes to the
farmers and plumbers. Also, your company continues to participate in
tree plantation programme and is actively taking participation by
associating itself with various local NGOs and Government bodies.
Your company continued to assist community in their social, spiritual,
cultural and religious pursuits by rendering necessary help in monetary
and other terms irrespective of caste, creed or religion for holding
festivals, exhibitions, repairing religious shrines etc.
ACKNOWLEDGEMENT
The Board of Directors place their sincere thanks to the Government,
local authorities, Bankers, customers, suppliers, esteemed shareholders
and business associates of the Company for their encouragement,
co-operation, support and confidence.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during year.
By Order of the Board
Pradip J. Mundhra Sanjay R. Taparia
Managing Director Executive Director
Registered Office:
N-99, MIDC Area,
Jalgaon-425 003
Dated : August 23, 2010