Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their 23rd Annual Report on
the business and operations of the Company for the year ended on 31st
March, 2014.
Financial Results: (Rs. In Lacs)
Particulars For the year ended For the year ended
31st March, 2014 31st March, 2013
Sales 49820.81 48017.21
Other Income 85.95 121.20
Total Revenue 49906.77 4813.41
Profit before Depreciation, 3217.81 2235.45
Finance Cost, Exceptional
Items and Taxation
Less : Depreciation and 126.74 148.09
amortization
Profit before Finance Cost, 3091.07 2087.36
Exceptional Items and Taxation
Less : Finance Cost 1254.18 816.65
Profit before Exceptional 1836.89 1270.70
Items and Taxation
Less : Exceptional Items 1776.82 291.43
Profit (Loss) before Taxation 60.07 979.27
Less : Provision for Tax - 42.00 317.52
Current Tax
(Including MAT Credit
entitlementand previous
year tax)
Less: Provision for Tax -
Deferred Tax 15.23 (32.34)
Profit for the year 2.84 694.09
Add: Balance of Profit for
earlier years 3909.84 1605.64
Add: Shares Premium - 1696.00
Profit available for
appropriation 3912.68 3995.73
Less : Proposed Dividend - 73.90
Less : Income tax on
Proposed Dividend - 11.99
Balance Carried Forward 3912.68 3909.84
Financial Performance :
Despite the bleak economic scenario and tight money market, the results
for the financial year ended 31st March, 2014 were better than the
previous financial year. The Sales of the Company increased to Rs.
49,820.81 Lacs from Rs. 48017.21Lacs in the previous year, at a growth
rate of 3.76%. The Profit before Depreciation, Finance cost,
exceptional item and Tax increased from Rs.2235.45Lacs in the preceding
financial year to Rs. 3217.81Lacs in the year under Report.
The profit before tax and exceptional items increased from Rs.1270.70
Lacs for the financial year ended 31st March, 2013 to Rs.1836.89 Lacs
for the current financial year. However, due to huge forex losses, the
net profit came down from Rs.694.09 Lacs to Rs.2.84 Lacs in the
corresponding period.
Future Outlook :
The Board of Directors of the Company at its meeting held on Monday,
March 31, 2014, inter-alia decided to de-merge the Metal Division of
the Company into a separate entity in order to invite industry specific
investment as well as unlock shareholder value.
The metal division of the company has two on-going projects:
(1) 36,000 MTPA Aluminum Alloy Plant.
(2) 18,000 MTPA EOU project for production of Non-Ferrous alloys.
The Proposal outlined to the board was that the second phase expansion
would require an investment to the tune of Rs. 400 Cr. in fixed assets
and working capital which may not be possible for the company to
generate from its existing shareholder base and internal accruals. The
Proposal suggested that the Company may seek FDI for the project.
Initial discussions with a few players indicate that the investment may
come in only if the metal division is a separate entity. To achieve
this, the metal division would have to be demerged from the plastic
division through Court to retain the licenses obtained till date
intact. The demerger would have the added advantage of unlocking
shareholder value of the existing stakeholders as well as allow the
metal division to grow faster.
The Board was also presented with a proposal to merge the plastics
business of UIC Corporation Pvt. Ltd. (hereinafter referred as ''UIC''),
an Associate Company, with itself. UIC is engaged in similar business
of reprocessing/recycling plastic materials and has achieved sales of
Rs. 415 Cr. in the current financial year. The merger will provide the
Company with operational synergy as well as a reduction in operational
cost apart from adding to the revenue and profitability of the Company.
The Board was of the opinion that in order to enhance the Company''s
focus towards its core business of plastics recycling and increase its
market share, the Company should proceed with the merger as this would
be in line with the overall vision of the company to achieve greater
value for all its stake holders.
Dividend :
Due to drastic reduction in the profitability of the Company, your
Directors have decided not to recommend any dividend for the financial
year ended 31st March, 2014.
Directors and Key Managerial Personnel :
Mr. Nimesh Joshi, Director of the Company has resigned from the Board
with effect from 03rd December, 2013 The Board placed on record its
appreciation for valuable service rendered by him to the Company during
his tenure as Director of the Company.
Mr. Pradeep Soni, Company Secretary and Compliance officer has resigned
from the Company with effect from 14th February, 2014. The Board placed
on record its appreciation for valuable service rendered by him to the
Company during his tenure as Director of the Company.
Director''s Responsibility Statement :
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm as under:
a) that in the preparation of annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departures;
b) that the Directors have selected such Accounting policies and
applied them consistently and judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities, and
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
Management Discussion and Analysis Report :
In Compliance with Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report form
part of the annual report.
Corporate Governance :
In Compliance with Clause 49 of the Listing Agreement with the Stock
Exchange, a detailed Corporate Governance Report forms part of the
annual report.
The requisite certificate from the Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of
annual report.
Auditor and Auditor''s Report :
During the year under review M/s. Sarda Soni Associates, Chartered
Accountants tendered their resignation due to preoccupation and M/s.
Rakesh R. Agrawal & Associates, Chartered Accountants was appointed in
the place of the retiring auditor to held office upto the conclusion of
23rd Annual General Meeting.
The Audit Committee recommends the re-appointment of M/s. Rakesh R.
Agrawal & Associates, Chartered Accountants, as Statutory Auditors of
the Company and accordingly board of directors proposed the
reappointment of said auditors.
As required under the provisions of Sections 139(1) of the Companies
Act, 2013, the Company has obtained a written Certificate from the
above Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said Section.
The observations of the Auditors in their report, read with the
accounts are self-explanatory and therefore don''t require further
explanation.
Audit Committee :
The Company constituted an Audit Committee under Section 177 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement and the
composition of it is given in the Report on Corporate Governance.
Shareholders/Investor Grievance Committee :
The company constituted a Shareholders/Investors Grievance Committee
pursuant to Clause 49 of the Listing Agreement and the composition of
it is as given in the Report on Corporate Governance.
Listing :
The shares of the Company are listed at BSE Limited and company is
consistent in payment of listing fees as prescribed by the Exchange. As
on 31st March, 2014, out of total share capital comprising of 36951970
shares, 35835633 shares i.e. 96.98% of the total capital have been
Dematerialised by investors.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo :
Information in accordance with the provisions of 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 set
out in Annexure "A" to this report.
Public Deposits :
The Company has not accepted/invited any Public Deposits during the
year under report.
Particulars of Employees :
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956.
Acknowledgements :
Your Board of Directors is pleased to place on record their
appreciation for the cooperation and support extended by all India
financial institutions, Banks, Central and State Government
authorities, Customers, Vendors and Members during the year under
review.
Your Directors also wish to place on record its appreciation for the
valuable services rendered by the executives, staff and workers of the
Company.
For and on behalf of the Board
Sd/-
PANKAJ VALIA
Chairman and Managing Director
Place : Mumbai
Date : 30th May, 2014
Mar 31, 2012
Dear Members'
The Directors have pleasure in presenting their 21st Annual Report on
the business and operations of the Company for the year ended 31st
March, 2012.
1. FINANCIAL RESULTS:
(Rs. In Lacs)
Particulars 31st March, 31st March,
2012 2011
Sales 22816.59 6.98
Other Income 73.56 0.03
Profit (Loss) before Depreciation 120.732 (2.16)
Less : Depreciation 165.44 0.00
Net Profit/(Loss) before Tax 741.95 (2.16)
Less : Provision for Tax (MAT) 57.44 0.00
Less: Deferred Tax Liability 0.00 0.00
Profit/(Loss) after Tax 694.52 (2.16)
Appropriations
Less: Proposed Dividend (10%) 63.30 0 00
Tax on proposed dividend 10.27 0.00
Amount Available for appropriation 620.95 (2.16)
Provision For Income of Tax 0.00 0.00
earlier written back
Balance Transferred to Profit & 620.95 (2.16)
Loss A/c
2. DIVIDEND:
The Board of Directors of the Company recommends Dividend at the rate
of 0.20 paisa per share (10%) on 31651970 Equity Shares of Rs. 21- per
share amounting to Rs. 6330394/- to the shareholders, whose name
appears in the Register of Members of the Company as on the record date
i.e. 24th September. 2012.
3. SANCTION OF THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION
The Hon'ble Bombay High Court by Order dated 13th April 2012 has
sanctioned the Composite Scheme of Arrangement and Amalgamation of VHCL
Industries Ltd with the Jhaveri Weldflux Limited w.e.f from 1st April
2011. In terms of the said Sanctioned Scheme the name of the Jhaveri
Weldflux Limited has also changed to VHCL Industries Ltd. Note No 25 of
the Notes forming part of the Financial Statements give the salient
features of the said Sanctioned Scheme. Since the figures of the
previous year of both Companies cannot be merged for the purpose of
comparison due to the effect of the Amalgamation of the two Companies
given in the Financial Statements for the year ended 31.03.2012, the
previous year figures for the year ended 31.03.2011 have been given on
standalone basis of Jhaveri Weldflux Limited only.
4. DIRECTORS:
Shri Pankaj H. valia and Harshadrai Bosmia were appointed as Directors
of the Company with effect from 17th November, 2011.
Mr. Gaurav A. Sheth and Mr. Pankaj P. Jhaveri have resigned from the
Board with effect from 2nd June. 2011. The Board places on record their
appreciation for valuable service rendered by them to the Company
during their tenure as Director of the Company.
5. AUDITORS :
Mr. Hiteshkumar P. Shah, Chartered Accountant has expressed their
unwillingness to be re- appointed as Statutory Auditors of the Company
for the year 2012-13 in the forth coming Annual General Meeting, The
Company has received consent letter from Sarda Soni Associates as
chartered Accountant for their appointment as Statutory Auditor of the
Company provided their appointment is approved by the Shareholders at
the forth coming Annual General Meeting. M/s Sarda Soni Associates have
also confirmed that their appointment, if made, will be with in the
limits prescribe u/s 224 of the Companies Act, 1956
AUDITOR'S REPORT :
The observations made in the Auditor's Report as regards accounting
treatment for retirement benefits on cash basis, the Directors state
that the Company has been consistently following cash basis for payment
of retirement benefits to its employees.
AUDIT COMMITTEE :
The composition of Audit Committee is as given in the Report on
Corporate Governance.
SHAREHOLDERS'/INVESTOR GRIEVANCE COMMITTEE :
The composition of Shareholders'/Investor Grievance Committee is as
given in the Report on Corporate Governance.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report and a Corporate
Governance Report are made as a part of this Annual Report.
A Certificate from the M/s. Hitesh kumar P. Shah. Chartered Accountants.
regarding Compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement is attached to this
report.
DIRECTOR' S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act. 1956, the Directors
confirm that:
a) In the presentation of the Annual Accounts, the applicable
Accounting Standards has been followed and no material departures
except to the extent disclosed have been made from the same.
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities, and
d) The Directors had prepared the Annual Accounts on a going concern
basis.
STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
Information in accordance with the provisions of Section 217(1) (e) of
the Act read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
is given in Annexure "A".
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits during the year under
report.
INSURANCE:
The properties, stock, assets of your Company are adequately insured.
PARTICULARS OF EMPLOYEES :
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956.
For and on behalf of the Board
Sd/-
Pankaj H. Valia
(CHAIRMAN)
PLACE : Mumbai
DATE : 24th August, 2012
Mar 31, 2011
The Directors are pleased to present before the shareholders the 20th
ANNUAL REPORT together with the Audited Accounts along-with the report
of the Auditors for the year ended 31st March, 2011.
FINANCIAL RESULTS (Rs. In Lacs)
Particulars March 2011 March 2010
Turnover 7.01 2.08
Loss before Interest and depreciation (2.16) (1.21)
Interest - -
Loss after interest but before
depreciation (2.16) (1.21)
Depreciation - -
Loss after interest and Depreciation (2.16) (1.21)
Loss before Tax (2.16) (1.21)
Taxation - -
Loss after Tax (2.16) (1.21)
Balance Carried to balance sheet (2.16) (1.21)
PERFORMANCE OF THE COMPANY
The company has cleared off all its secured liabilities except deferred
sales tax liabilities amounting to Rs.9,80,425/-. The total debtors of
the company are Rs. 28,94,435 out of which nearly 97.73% amounting to
Rs.28,28,727 are more than six months old out of which court cases for
94.30% Rs. 26,67,613 have been filed. Presently, the Company is not
carrying out any manufacturing activities and has concentrated on small
amount of trading and commission business. The Company is also
exploring the possibilities of tie-ups with some healthy and profitable
units for the future growth and expansion of the Company.
The trading of the company's shares has been suspended on the stock
exchanges due to non compliance of the listing agreement. However,
after complying with the necessary formalities the Company's shares got
re-listed on BSE on 30th May, 2011. Your Company has paid the annual
listing fees to the BSE.
DIVIDEND
In view of the losses being suffered by the company and the capital &
reserves of the company being wiped out by nearly 93.37% the directors
are not in a position to declare any dividends and so dividend is not
recommend for the year.
DIRECTORS
Mr. Atul A. Mehta, Mr. Nimesh S. Joshi, Mr. Mandar S. Palav and Mr.
Mitesh H. Dani have been inducted on the Board of Directors with effect
from 18th November 2010. Mr. Ashish S. Pandare has been inducted on the
Board of Directors with effect from 2nd June 2011.
The Board has approved the appointment of the above directors and now
to regularize their appointment the Board has placed the resolutions
for the appointment of Directors before the shareholders for their
consent.
Mr. Hemant J. Jhaveri and Mrs. Kavita J. Jhaveri have resigned from the
Board with effect from 18th November 2010.
The Board places on record their appreciation for the valuable services
rendered by them during their tenure as Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, your Director,
based on the representations received from the Operating Management,
and after due enquiry, confirm that
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures
ii) They have, in the selection of the accounting policies, consulted
the statutory Auditors and these have been applied consistently and
reasonable and so as to give a true and fair view of the state of
affairs of the company as at 31st March, 2011 and of the profits
(losses) incurred by the Company for the year ended on that date.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting record with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and others irregularities:
iv) The annual accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
There are no employees drawing salaries whose particulars are required
to be Annexed in accordance with the provision of Section 217(2A) of
the Companies Act, 1956 read with the Companies (particulars of
Employees) Rules, 1975 as amended till date.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year under
review within the meaning of the Companies Act, 1956 and the rules made
there under.
AUDITORS
Mr. Hiteshkumar Shah, Chartered Accountants, retire as Auditors of the
Company at the end of the ensuing Annual General Meeting and being
eligible, has offered themselves for reappointment. Your Directors
request you to reappoint them as the Statutory Auditors for the current
financial year.
ACKNOWLEDGEMENTS
Your Directors express their gratitude to the Financial Institution and
Banks for their valuable support, continued co-operation and
encouragement to the company. Your Directors wish to place on record
their appreciation of efforts, assistance and support of the employees
at various levels of the company.
Your Directors thank you and look forward to your continuing support.
By Order of the Board of Directors
FOR JHAVERI WELDFLUX LIMITED
Sd/-
Date : 4th August, 2011. Jayesh Jhaveri
Place : Vashi, Navi Mumbai Chairman and Executive Director
Mar 31, 2010
The Directors present herewith the 19th Annual Report and the Audited
Statement of the Company for the financial year ended 31 March, 2010.
FINANCIAL RESULTS (Rs. In Lacs)
March March
2009 2010
Turnover 03.45 2.08
Profit/(Loss) before Interest and Depreciation (13.76) (1.21)
Interest - -
Profit/(Loss) after interest but before
depreciation (13.76) (1.21)
Depreciation 03.13 -
Profit/(Loss) after interest and Depreciation (16.89) (1.21)
Profit/(Loss) before Tax (16.89) (1.21)
Taxation - -
Loss after Tax (16.89) (1.21)
Balance Carried to balance sheet (16.89) (1.21)
PERFORMANCE OF THE COMPANY:
The company has cleared off all its secured liabilities except deffered
sales tax liabilities amounting to Rs. 11,89,707/-. The total debts of
the company are Rs.34,92,082 out of which nerly 97.76% amounting to
Rs.34,13,721 are more than six months old out of which court cases for
nearly 78.14% for Rs. 26,67,613 have been filed.
The trading of the company's shares have been suspended on the stock
exchanges due to non compliance of the listing agreement. The Listing
fees of the Bombay stock Exchange & The Ahmedabad Stock Exchanges are
pednding from the year 2006-2007
DIVIDEND
In view of the losses being suffered by the company and the capital &
reserves of the company being wiped out by nearly 92.64ðo the
directors are not in a position to declare any dividends and so
dividend is not recommend for the year.
DIRECTORS
Mr.Pankaj Jhaveri retires by rotation at this Annual General Meeting
and being eligible offers himself for reappointment
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your
Directors, based on the representations received from the Operating
Management and after due enquiry, confirm that:-
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures.
ii) They have, in the selection of The accounting policies, consulted
die statutory Auditors and these haw been applied consistently and
reasonable and so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2010 and of the losses
incurred by the Company for the year ended on that date;
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting record 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.
PARTICULARS OF EMPLOYEES:
There are no employees drawing salaries whose particulars are required
to be annexed in accordance with the provisions of Section 217(2A) of
the Companies Act,1956 read with the Companies (particulars of
Employees) Rules, 1975 as ammended till date.
FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits during the year under
review within the meaning of the Companies Act,1956 and the rules made
thereunder.
AUDITORS :
Mr. Hiteshkumar Shah, Chartered Accountants, retire as Auditors of the
Company at the end of the ensuing Annual General Meeting and being
eligible, have offered themselves for reappointment. Your Directors
request you to reappoint them as the Statutory Auditors for the current
financial year.
ACKNOWLEDGEMENTS:
Your Directors express their gratitude to the Financial Institution and
Banks for their valuable support, continued co-operation and
encouragement to the company. Your Directors wish to place on record
their appreciation of the efforts, assistance and support of the
employees at various levels of the Company.
Your Directors thank you and look forward to your continuing support.
BY ORDER OF THE BOARD OF DIRECTORS
FOR JHAVERIWELDFLUX LIMITED
Pankaj Jhaveri
Chairman /Managing Director.
Place: Vashi, Navi Mumbai
Date: 28th June, 2010
Regd Office: 27/28th Panchsheel Indl.Est.,Kharsundi. khalapur,
Raigad, Maharashtra.