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Directors Report of Veljan Denison Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the 41st Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2015 31.03.2014 Rs.in Lakhs Rs.in Lakhs

Income :

Revenue from Operations 7885.14 7279.99

Other Income 302.27 120.62

Total Revenue 8187.41 7400.61

Expenditure:

Cost of Materials Consumed 2416.03 2615.26

Job Expenses 837.07 934.49

Changes in inventories of 70.65 (126.60)

Finished goods, Work-in- Progress and Stock-in-Trade

Employee Benefit Expenses 671.72 659.57

Finance Costs 228.09 161.93

Depreciation and Amortization Expenses 280.87 304.34

Other Expenses 1706.78 1598.59

Total Expenses 6211.21 6147.58

Profit before Tax 1976.20 1253.03

Tax Expenses

(1)Current Tax 671.71 422.53

(2)Deferred Tax 0.09 (13.40)

Profit for the year 1304.40 843.90

Appropriated as under:

Dividend proposed 225.00 168.75

Tax on Proposed Dividend 38.24 28.68

General Reserve 150.00 125.00

Total amount appropriated 413.24 322.43

Earning per Equity Share of the 57.97 37.51

face value of Rs. 10 each Basic and Diluted (in Rs.)

2. COMPANY'S PERFORMANCE:

During the year under review the sales are 8.31 % higher at Rs.7885.14 Lacs as against Rs.7279.99 Lacs in the previous year. The Profit before tax for the year is 57.71% higher at Rs.1976.20 Lacs against Rs.1253.02 Lacs for the previous year.

There has been increase in profits due to Comparatively better sales realization, and some incidental receipts non repetitive in nature.

3. FUTURE OUTLOOK:

Growth in the hydraulic equipment industry depends on overall economic expansion and, in particular, growth in industrial production. Similar to other industrial segments, the hydraulic industry experienced a significant downturn during the 2008 - 2009 economic recession but has gradually recovered. With fears of another recession subsiding completely , growth prospects for 2015 and beyond , corroborated by recent GDP growth, industrial production and consumer confidence data etc looks slightly encouraging.

Experts believe the positive outlook in certain end user markets such as material handling equipment and construction machinery is a sign that indicates the industry may achieve a steady growth rate.

4. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchange is annexure to the report.

5. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a dividend of Rs 10 /- per equity share for the financial year 2014-15 which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 22nd September 2015 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

6. RESERVES:

The Company has transferred Rs.1.50 Crore, i.e. 11.50 % of the current profits to reserves of the Company.

7. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in the Annexure I which is annexed to this Report.

9. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10.DIRECTORS:

None of the directors of the company is disqualified under the provisions of the Companies Act 2013 or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt.U.Uma Devi, retire by rotation and being eligible offer, herself for re-appointment at this Annual General Meeting. Board recommends her re-appointment at the AGM.

During the year under review the Board appointed Shri. V. C. Janardan Rao as Chairman & Managing Director effective from 1st January 2015 for a period of five years. Board recommends his appointment at the AGM.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal audit Department monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

12.AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act and the rules framed thereunder, M/s.Brahamayya & Co., Chartered Accountants, (FRN: 000513S) Hyderabad were appointed as Statutory Auditors of the Company from the conclusion of the 40th Annual General meeting of the Company held on 30th September, 2014 till the conclusion of the 43rd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. Directors recommend the ratification of Auditors Appointment from the conclusion of 41st AGM to the conclusion of the 42nd AGM.

The Auditor's Report for the financial year 2014-2015 does not contain any qualification, reservation or adverse remarks.

13.SECRETARIAL AUDITORS

The Board had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report. The Secretarial Auditor's Report for the financial year does not contain any qualification, reservation or adverse remarks.

14.NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Eleven meetings of the board were held during the year. For details of the meetings of the board and committee meeting, please refer to the Corporate Governance report, which forms part of this report.

15.TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF.

Pursuant to the provisions of Section 125 of the Companies Act, 2013 the Unclaimed Dividend which remained unpaid/unclaimed for a period of 7 years have been transferred by the company to the Investor Education and protection Fund( IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

16.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

17.TRANSACTIONS WITH RELATED PARTIES

All related party transactions done by the company during the financial year were at arm's length and in the ordinary course of business. All related party transactions were placed in the meetings of Audit committee and the Board of directors for their necessary review and approval.

During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large.

Disclosures pursuant to Accounting Standards on related party transaction have been made in the notes to the Financial Statements.

18.MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 has been annexed separately and forms part of this report.

19.CORPORATE SOCIAL RESPONSIBILITY

Through sustainable measures, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation.

In accordance with the provisions of the Companies Act, 2013 the Company have constituted a corporate Social Responsibility committee which comprises of the following members:

1. Shri. V C Janardan Rao Chairman

2. Shri. M L Motwani Member

3. Shri. B.S. Srinivasan Member

The contents of the CSR activities undertaken by the Company have been annexed separately and forms part of this report.

20.EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 Extract of the Annual Return is annexed to this report in the prescribed Form MGT – 9 (which forms part of this report).

21. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement form part of this Report.

22. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

23.DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (3)(c ) and 134(5)of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that (based on the representations received from the Management):

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period ;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

Internal Financial Control" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

vi) they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24.COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 relating to the remuneration for the Directors, Key Managerial Personnel, and other employees.

25.REPORT ON RISK MANAGEMENT POLICY

The Company has formed the Risk Management Committee with its members as Shri. V. Pattabhi, Shri.B.S.Srinivasan, Shri. Srinivas VG and Shri. M.L. Motwani, the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

26.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013.

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees of the Company are covered under the afore mentioned Policy.

The summary of complaints received and disposed off upto 31st March 2015 were as under: Number of complaints received: Nil

Number of complaints disposed off: Not Applicable

27.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

28.EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes/commitments affecting the financial position of the Company between March 31, 2015 and the date of Board's Report

29.ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance , the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

30. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the companies Act, 2013 and Clause 49 of the Listing Agreement.

31.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct applies to all the employees, including Directors of the Company.

The Code of Conduct Hotline is available on the Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct.

32.REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

33.ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors.

Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities for continued support and assistance.

Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao

Date : 31/07/2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 40th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Rs. In Lakhs 31-03-2014 31-03-2013 Sl. Particulars (12 Months) (12 Months) No.

1. Profit /Loss (PBDIT) 1557-36 1790.40

2. Less: Depreciation 304-34 311-57

3. Profit before Tax 1253-02 1478.83

4. Less: Tax 409-12 484.01

5. Profit After Tax 843.90 994.82

2. OPERATIONS:

During the year under review the sales was 1.17 % lower at Rs.7216.94 Lacs as against Rs.7302.31 Lacs in the previous year. The Profit before tax for the year is 15.26% lower at Rs. 1253.02 Lacs against Rs.1478.83 Lacs for the previous year.

3. FUTURE OUTLOOK:

The prevailing Market conditions worldwide may lead to a likely increase in the turnover and profitability of the Company for 2014-2015.

4. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consistent with this policy and based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs 7.50 /- per equity share for the financial year 2013-14 which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 26.09.2014 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company''s growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs.1.25 Crore, i.e. 14.81 % of the current profits to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975, since none of the employees are drawing a salary in excess of the limits prescribed under the above rules.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

9. DIRECTORS:

None of the directors of the company are disqualified under the provisions of the Act or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Shri.G.K.Kabra, retire by rotation and being eligible offers himself for re-appointment at this Annual General Meeting .

Mrs. U.Uma Devi was appointed as additional director of the company on 30th July 2014. Mrs. U. Uma Devi was proposed to be appointed as women director under the provisions of section 160 of the Companies Act, 2013 at the ensuing Annual General Meeting (AGM).

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive independent directors, namely Shri G.K.Kabra, Shri M.L.Motwani, Shri V.Pattabhi and Shri B.S.Srinivasan .

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, independent directors are eligible to hold office for a term up to five consecutive years on the board and eligible for re-appointment for the second term on passing a special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as independent directors for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the board also ensured that their appointments as independent directors are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as independent directors of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of the retiring directors who are proposed to be appointed/re appointed are provided as an annexure to the notice convening the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the Company.

10. AUDITORS:

M/s Brahamayya & Co., Chartered Accountants, (FRN: 000513S) Hyderabad, the existing Statutory Auditors of the Company retire at the conclusion of this Annual General meeting and being eligible offer themselves for reappointment, on such remuneration as may be decided in consultation with the Auditors by the Board of Directors of the Company plus applicable Service Tax thereon and reimbursement of all out-of pocket expenses incurred in connection with the audit of the accounts of the company.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

11. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard. Accordingly, M/s VBM Rao & Associates, Company Secretaries, Hyderabad have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

12. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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 safe guarding 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.

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao Date: 01-09-2014 Chairman


Mar 31, 2013

To The Members of VELJAN DENISON LIMITED Hyderabad

The Directors take pleasure in presenting the 39th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31 st March ,2013.

1. FINANCIAL RESULTS:

Rs. In Lakhs 31-03-2013 31-03-2012 Sl No. Particulars (12 Months) (12 Months)

1. Profit/Loss (PBDIT) 1790.40 2117.86

2. Less: Depreciation 311.57 328.87

3. Profit before Tax 1478.83 1788.99

4. Less: Tax 484.01 654.62

5. Profit After Tax 994.82 1134.37

2. OPERATIONS:

Duringthe year under report the sales are 11.70" % lower at Rs.7302.32 Lacs as against Rs. 8269.94 Lacs in the previous year. The Profit before tax for the year is 17.33% lower at Rs. 1478.83 Lacs against Rs. 1788.99 Lacs for the previous year.

3. FUTURE OUTLOOK:

The prevailing Market conditions are likely to increase the turnover and profitability of the Company for the year 2013-2014.

4. DIVIDEND:

Your Company has had a consistent Dividend policy that bajances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs 7.50 /- per equity share for the financial year which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 26.09.2013 as pec particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company''s growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs.1.00 Crore, i.e. 10.05 %of tbe current profits to reserves of the Company.

6. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company Shri M.L.Motwani, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re appointment.

During the period, Shri B.S.Srinivasan, was appointed as an Additional Director of the company in the Board Meeting held on 30th August,2013. A Notice has been received under Section 257 of the Companies Act, 1956, from a Member, signifying his intention proposing him for appointment as Director of the Company.

The resolutions concerning the appointment of Shri B.S.Srinivasan and re appointment of Shri M.L.Motwani, are recommended for yourapproval.

7. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public in the terms of Sec 58Aof the Companies Act, 1956 during the year under review

9. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

10. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975,since non of the employees drawing a salary in excess of the limits prescribed underthe above rules.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of particulars rr*the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating .to» material departures, if any.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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 safe guarding 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.

13. REPORT ON CORPORATE GOVERNANCE

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report- or- Corporate Governance is provided elsewhere in this report.

14. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors ajso place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VEUAN DENISON LIMITED

Place: Hyderabad V. CL Janardan Rao

Date: 30-08-2013 Chairman


Mar 31, 2012

To The Members of VELJAN DENISON LIMITED Hyderabad

The Directors take pleasure in presenting the 38th Annual Report on the affairs of the Company along with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

Rs. In Lakhs

31-03-2012 31-03-2011 SI No. Particulars (12 Months) (18 Months)

1. Profit/Loss (PBDIT) 2117.86 3068.71

2. Less: Depreciation 328.87 492.85

3. Profit before Tax 1788.99 2575.86

4. Less: Tax 654.62 878.56

5. Profit After Tax 1134.37 1697.30

2. OPERATIONS:

During the year under report apparently the sales are 81.36 % lesser at Rs. 8269.94 Lacs as against Rs. 10163.96 Lacs in the previous year, but Previous Year sale was reported for 18 months as against 12 months in the Current Year. The Profit before tax for the year Rs. 1788.99 Lacs against Rs. 2575.86 Lacs for 18 months of Previous Year.

3. FUTURE OUTLOOK:

The prevailing Market conditions world wide may likely to increase in the Turnover and Profitability of the Company for 2012-2013.

4. DIVIDEND:

Your Company had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a Dividend of Rs. 7.50 /- per equity share for the Financial Year which, if approved at the ensuing Annual General Meeting will be paid to those Members (Physical and Demat) whose names appear as Shareholders of the Company as at the end of business hours on 25.09.2012 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The Dividend distributed would be tax free in the hands of the Shareholders.

5. RIGHTS ISSUE:

The offer of 4,50,000 Equity Shares of Rs. 10/- each for cash at par for every 4 (Four) Equity Shares to the existing Shareholders of the Company aggregating to Rs. 45,00,000 on Right basis, for which the subscription was fully subscribed and shares were allotted. The subject Equity Shares have since been Listed with the Bombay Stock Exchange Limited. The funds have since been utilized for the purpose mentioned in the Letter of offer.

6. RESERVES:

The Company has transferred Rs. 1.20 Crore, i.e. 10.58 % of the Current Profits to Reserves of the Company.

7. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975, since none of the employees drawing a salary in excess of the limits prescribed under the above rules.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

9. FIXED DEPOSITS:

Your Company has not accepted any Deposits from the Public in the terms of Sec 58Aof the Companies Act, 1956 during the year under review.

10. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Shri V. Pattabhi, Director who retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re appointment.

11. LISTING:

The Company is listed in The Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

12. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for Reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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 safe guarding 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.

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on Corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board

FOR VELJAN DENISON LIMITED

Place: Hyderabad V. C. Janardan Rao

Date: 03-09-2012 Chairman


Mar 31, 2011

The Members

The Directors take pleasure in presenting the 37th Annual Report on the affairs of the Company along with the audited Accounts for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS:

In order to adopt the uniform financial year ending 31st March, your company has made an application to the Registrar of Companies, Hyderabad and has obtained the approval for extension of Financial year up to 31st March, 2011. Financial results are prepared based on the extended period of 18 months for the current year produced as given below.

Rs. In Lakhs 31-03-2011 30-09-2009 Sl Particulars (18 Months) (12 Months) No. 1. Profit/Loss (PBDIT) 3068.71 1100.62

2. Less: Depreciation 492.85 263.41

3. Profit before Tax 2575.86 837.21

4. Less: Tax 878.56 365.88

5. Profit After Tax 1697.30 471.33

2. OPERATIONS:

During the year under report the sales are 241.36 % higher at Rs. 10694.25 Lacs as against Rs. 4430.90 Lacs in the previous year. The Profit before tax for the year is 307.67 % higher at Rs.2575.86 Lacs against Rs.837.21 Lacs for the previous year.

3. FUTURE OUTLOOK:

To address the capital requirements of the Company it is proposed to infuse fresh capital by way of a Rights Issue of Rs. 45 lacs in the financial year 2011 -12. This shall provide the Company with the necessary boost to develop new and better products.

The prevailing Market conditions world wide may likely to increase in the turnover and profitability of the Company for 2011-2012

4. DIVIDEND:

Your Company has had a consistent Dividend policy that balances the dual objectives of appropriately rewarding Shareholders and retaining adequate funds, in order to maintain a healthy Capital adequacy ratio to support future growth.

Consisting with this policy and based on the Company's performance, the Directors are pleased to recommend a dividend of Rs 7.50/- per equity share for the financial year which, if approved at the ensuing Annual General Meeting will be paid to those members whose names appear as shareholders of the Company as at the end of business hours on 24.08.2011 as per particulars to be furnished for this purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable Dividend linked to long term performance, keeping in view the Capital needs for the Company's growth plans and the intent to achieve optimal financing of such plans through internal accruals.

The dividend distributed would be tax free in the hands of the Shareholders.

5. RESERVES:

The Company has transferred Rs. 2 Crore, i.e. 11.78 % of the current profits to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be provided as required under Sec 217(2A) of the Companies Act, 1956 read with Companies (particulars of the employees ) rules, 1975,since non of the employees drawing a salary in excess of the limits prescribed under the above rules.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public in the terms of Sec 58A of the Companies Act, 1956 during the year under review.

9. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Shri M L Motwani and Shri G K. Kabra, Directors who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors expressed their deep condolence for the sudden demise of Shri R C Shoni, Independent Director of our Company. His services were extremely useful to the Company and he was instrumental to successfully get the problems resolved between the Company and erstwhile collaborators.

The Board of Directors have decided to reconstitute the Investors Grievances Committee with the following members.

1. Shri. V. C. Janardan Rao Chairman Non Executive Director

2. Shri.V.Pattabhi Director Independent and Non Executive Director

3. Shri.M.L.Motwani Director Independent and Non Executive Director

10. LISTING:

The Company is listed in Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

11. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants, Hyderabad the existing Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have signified their willingness and confirmed their eligibility under the provisions of the Companies Act, 1956.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review;

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 safe guarding 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.

REPLY TO THE AUDITORS QUALIFICATION

With regard to the qualification in Auditors Report on Donations, The Company will take the appropriate action, as per the provisions of the Companies Act, 1956 and any other applicable Acts.

13. COMPLIANCE CERTIFICATE:

The Compliance Certificate as per Section 383A of the Companies Act, 1956 is provided by M/s Ravi & Subramanyam, Company Secretaries, Hyderabad forms part of this report

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the Clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your Directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your Directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED

V. C. Janardan Rao Chairman

Place: Hyderabad Date: 30-07-2011


Sep 30, 2009

The Directors take pleasure in presenting the 36th Annual Report on the affairs ol the Company along with the audited Accounts for the year ended 30th September, 2009.

1. FINANCIAL RESULTS: Rs. Lakshs SI. Particulars 30-09-2009 30-09-2008 No. 1. Profit/Loss (PBDIT) 1100.62 1625.71 2. Less: Depreciation 263.41 182.53 3. Profit before Tax 837.21 1443.18 4. Less: Tax 365.88 591.78 5. I Profit After Tax 471.33 851.40

2. OPERATIONS:

During the year under report the sales are 35.14% lower at Rs.4430.90 Lacs as against Rs. 6831.62Lacs in the previous year. The Profit before tax for the year is 0.42 % lower at Rs.837.21 Lacs against Rs. 1443.18 Lacs for the previous year, The prevailing unfavorable market conditions worldwide affected the turnover for the financial year 2008-09. However, the management intends to utilize the current financial year 2009-10 to develop new products, which will be helpful for the future growth of the company.

During the financial year the Company has changed its name from M/s.Denison Hydraulics limited to M/s Veljan Denison Limited vide resolution approved by the shareholders in the Extra Ordinary General meeting held on 17-12-2009

3. FUTURE OUTLOOK:

To address the capital requirements of the Company it is proposed to infuse fresh capital by way of a Rights Issue of Rs. 45 lacs in the financial year 2010-11. This shall provide the Company with the necessary boost to develop new and better products. From October 2009, there is a gradual increase in the turnover of the Company and your Directors expect the same to improve in the coming months too.

4. DIVIDEND

Your Directors have recommended Dividend at Rs 5.00 per share on 18,00,000 Equity Shares of Rs10/- each amounting to Rs. 90,00,000 without deduction of Income Tax for year ended 30th September, 2009.

5. RESERVES

The Company has transferred Rs. 1 crore, i.e 21.22% of the current profit to reserves of the Company.

6. PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) Rules, 1975 are Nil, since none of the employees is drawing a salary in excess of the limits prescribed under the above rules.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, the necessary information is given in the Annexure I which is annexed to this report.

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

9. DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Shri R.C. Sohni and Shri. V. Pattabhi, Directors who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10. LISTING:

The Company is listed in Bombay Stock Exchange Limited and there have been no arrears of the listing fees payable to the Stock Exchange.

11. AUDITORS:

M/s. Brahamayya & Co., Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for the year under review

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 safe guarding 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.

13. COMPLIANCE CERTIFICATE:

The Compliance Certificate as per Section 383Aof the Companies Act, 1956 is provided by M/s Ravi & Subramanyam, Company Secretaries, Hyderabad and forms part of this report

14. REPORT ON CORPORATE GOVERNANCE:

In accordance with the clause 49 of the Listing Agreement, the Company has complied with all mandatory recommendations. A Report on corporate Governance is provided elsewhere in this report.

15. ACKNOWLEDGMENTS:

Your directors acknowledge with a deep sense of gratitude the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Your Directors take this opportunity to thank the regulatory Authorities and Governmental Authorities. Your directors also place on record their appreciation for the contribution of all the employees of the Company in achieving the performance.

By order of the Board FOR VELJAN DENISON LIMITED Place: Hyderabad V. C. Janardan Rao Date: 31-05-2010 Chairman