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Directors Report of Vikram Thermo (India) Ltd.

Mar 31, 2013

Dear Members,

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS:

The financial results are as under:

2012-2013 2011-2012

Turn over 411532798 391569460

Profit before Tax 84030986 85680588

Provision for Taxation: 30372951 25671894

Profit after Tax 56227800 57768176

Balance Brought Forward 104231771 59195900

Balance profit available for Appropriation. 160459571 116964076

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 147727266 104231771

160459571 116964076

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs. 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 41,15,32,798/- (Previous Year Rs. 39,15,69,460/-) which reflects more than 5% rise. The gross profit has also increased from Rs. 12,36,76,610/- to Rs. 13,66,15,456/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

CHANGE OF SITUATION OF PLANT AT UNIT II:

Members are aware that the factory of the Company at Unit-II is situated at Indrad, S. No. 322, Chhatral-Kadi Road, Tal. Kadi, Dist. Mehsana, Gujarat (INDIA). The level of the plot of the factory is little lower than the main road and some problems like flow of water, etc. have to be faced. In order to come out of this condition, the Company has decided to set up Plant in the same Plot on other side and then Company will not have to face any problems. The work is well under progress and it is expected that the same will be completed within about six months. This will also result in better working of the plant.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 12,89,689/- was made towards this fund (Previous year Rs. 2,00,000/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars regarding Foreign Exchange Earning & Outgo are provided in Note Nos. 26, 27 & 28 in the Notes to Financial Statement.

DIRECTORS:

Shri Ketanbhai C. Patel and Shri Bharatbhai M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company''s Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2013-14.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

On behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 03-08-2013 CHAIRMAN


Mar 31, 2012

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The financial results are as under: 2011-2012 2010-2011

Turn over 391569460 319854785

Profit before Tax 85680588 45770471

Provision for Taxation: 25671894 15570018

Profit after Tax 57768176 30242215

Balance Brought Forward 59195900 41685989

Balance profit available for Appropriation. 116964076 71928205

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 104231771 59195900

116964076 71928205

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members with appreciate the same. The dividend payout will result in a total outflow of Rs 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 39,15,69,460/- (Previous Year Rs. 31,98,54,785/-) which reflects more than 22% rise. The gross profit has also increased from Rs. 7,42,61,729/- to Rs. 12,53,91,922/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,00,000/- was made towards this fund (Previous year Rs. 7,68,095/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year Company has earned foreign exchange of Rs. 3,62,63,570/- (Previous year Rs. 1,27,63,024/-) on FOB basis against export sales.

The Company has spent Rs. 2,08,707/- (Previous year Rs.2,25,989/-) on sales Commission.

During the year foreign exchange Rs 1,26,76,500/- (Previous year Rs.l,10,94,240/-) is remitted for import of raw materials on CIF basis. During the year Company has also remitted Rs.18,750/- (Previous Year RS. Rs.12,500/-) towards payment of dividend to NRI shareholders. DIRECTORS:

Shri Thakarshibhai M. Patel and Shri Ghanshyambhai D. Kewadia, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company's Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2012-13.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 6th August 2012 CHAIRMAN


Mar 31, 2010

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results are as under: 2009-2010 2008-2009

Turn over 205,286,110 171,858,277

Profit before Tax 30,375,907 22,978,589

Provision for Taxation: 10,373,124 8,423,822

Profit after Tax 20,002,783 14,554,767

Balance Brought Forward 29,214,535 21,891,095

Balance profit available for 49,217,317 36,445,862

Appropriation. ========== ==========

APPROPRIATIONS

General Reserves 1,000,000 700,000

Proposed Dividend 5,582,570 5,582,570

Provision for Dividend Tax 948,758 948,758

Balance carried to Balance Sheet 41,685,989 29,214,534

49,217,317 36,445,862 =========== ===========

DIVIDEND

Your directors are pleased to recommend payment of dividend @ 10% (Previous year also 10%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs.65,31,328/- (Previous Year Rs. 65,31,328/-).

OPERATIONS

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 20,52,86,110/- (Previous Year Rs. 17,18,58,277/-) which reflects more than 19% rise. The gross profit has also increased from Rs. 2,29,78,589/- to Rs. 3,03,75,907/- which reflects sound performance of the Company. Though the economic situation in the country as a whole, was not satisfactory, your directors have left no stone unturned for upliftment of the Company. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIX DEPOSIT

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,62,093/- was made towards this fund (Previous year Rs. 2,71,975/- ).

PARTICULARS OF THE EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION

Pursuant to Section 217(1) (e) of the companies Act., 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the company on a going concern basis.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year Company has earned foreign exchange of US $ 1,92,249/- (Previous Year US $ 1,23,375/-) amounting Rs.85,48,271/- (Previous year Rs.50,92,456/-) on FOB basis against export sales.

The Company has not spent any foreign exchange during the year on R& D Chemical expenses (previous year US $ 463 i.e. Rs. 24136/-) & has spent US $ 6451/- i.e. Rs. 303650/- (Previous year US $ 16822/- amounting Rs.718880) on sales commission.

During the year foreign exchange amounting to Rs. 89,00,302/- (Previous year Rs.1,06,16,794) is remitted for import of raw materials on CIF basis.

During the year Company has also remitted US $ 270.67 (Previous Year US $ 520/-) amounting to Rs.12,800/- (Previous Year RS. Rs.25,350/-) towards payment of dividend to NRI shareholders.

DIRECTORS:

Shri Ambalal K. Patel and Shri Ketanbhai C. Patel, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

REAPPOINTMENT OF SHRI D. K. PATAEL AS MANAGING DIREACTOR.

Shri Dhirajbhai K. Patel, Managing Director, was reappointed by the Board for further period of three years from 26th September, 2009, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The reappointment is subject to your approval.

APPOINTMENT OF SHRI C. K. PATEL AS EXECUTIVE DIRECTOR.

Shri Chimanbhai K. Patel, is the Chairman and Technical Advisor of the Company. The Board have decided to appoint him as an Executive Director (Technical), for the period of five years from 1st August, 2010, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The appointment is subject to your approval.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Companys Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL)

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and has confirmed their re-appointment, if made shall be within the limits of Section 224(1B) of the Companies Act,1956.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue,

Opp. Sales India, Ashram Road,

Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date: 29th July, 2010 CHAIRMAN



 
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