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Directors Report of Vipul Dye-Chem Ltd. Company
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Directors Report of Vipul Dye-Chem Ltd.

Mar 31, 2015

The Directors have great pleasure in presenting Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS: (Rs. in lacs)

Sr. Particulars Current Year ended Previous Year ended No. 31st March, 2015 31st March, 2014

1. Total revenue 5,248.47 4,421.39

2. Less: Expenditure except Finance Cost & Depreciation 4,998.11 4,225.89

3. Profit before Finance Cost, Depreciation & Tax 250.36 195.50

Less: Finance Cost 66.70 56.33

Less: Depreciation 66.73 42.75

4. Profit before tax 116.93 96.42

Less: Provision for Tax 37.92 32.05

7. Profit After Tax 79.01 64.37

8. Balance brought forward from previous year 271.32 255.24

9. Profit available for appropriation 350.32 319.61

10. Tax Adjustments 5.39 2.93

11. Proposed Dividend 43.80 43.80

12. Tax on Dividend 7.96 7.42

13. Surplus carried to Balance Sheet 292.46 271.32

RESULTS OF OPERATIONS:

During the year under review, the Company has registered a sale of Rs.5,236.68 Lacs (previous year Rs.4,415.72 Lacs) and Net Profit after Tax of Rs.79.01 Lacs (previous year Rs.64.37 Lacs).

SHARE CAPITAL:

There was no change in the share capital of the Company during the year 2014-15.

DIVIDEND:

The Company's overall performance during the year under review was satisfactory. Your Directors have pleasure in recommending payment of dividend of Rs.0.80/- (8%) per share (of Rs.10/- each) on the Company's Share Capital (previous year Re. 0.80/- (8%) per share). This will absorb total cash outflow of Rs. 51.76 Lacs (previous year Rs.51.22 Lacs) including Corporate Dividend Distribution Tax of Rs.7.96 Lacs (previous year Rs.7.42 Lacs).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Dr. S N Sahai, Whole time Director & CFO of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, the Board of Directors of the Company re-appointed Dr. S. N. Sahai as Whole time Director of the Company (designated as Whole time Director & CFO) of the Company for a further period of one year w.e.f. 1st April, 2015 to 31st March, 2016. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. Your Board recommends his re-appointment.

The office of Mr. Arvind Patel becomes vacant as per the provisions of Section 167(1)(b) of the Companies Act, 2013 since he did not attend any meeting during the financial year 2014-15.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

As stipulated under the Clause 49 of the Listing Agreement with BSE Limited and Ahmedabad Stock Exchange, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening Annual General Meeting.

The Board of Directors in its meeting, re-designated Mr. Vipul P Shah as Chairman & Managing Director of the Company and Mr. Pravinchandra B Shah shall act as Non Executive Non Independent Director of the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's/ business policy and strategies apart from other business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six times during year as per details given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

As on 31st March, 2015, the Audit Committee comprised of Mr. Prasannakumar Gawde, Mr. Jagdeep Mehta, Independent Directors and Mr. Vipul P. Shah, Managing Director of the Company.

Mr. Prasannakumar Gawde is the Chairman of Audit Committee of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and determination of salary of Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of ;

i. Attendance of the directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such director in the Company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent directors, performance of the Board as a whole and performance of the Chairman.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai is appended as Annexure – II and forms part of this report.

SECRETARIAL AUDITORS' REPORT:

In respect to the Secretarial Auditors' remarks in their report, the Company would like to state as under:

(a) as required under Section 203 of the Act, the Company is yet to appoint a Company Secretary; The Company is in precess of appointing Whole-Time Company Secretary.

(b) in respect of dividend declared on equity shares in the Annual General Meeting of the Company held on 30th September, 2014 the amount of dividend to be paid to members was transferred to a separate dividend account on 7th October, 2014;

The transfer of dividend amount to separate dividend account was delayed inadvertently.

(c) one of the director of the Company, Mr. Arvind Patel is yet to obtain Director Identification Number; however due to non-attendance of all meetings of the Board of Directors held during the audit period, the director has vacated his office in terms of section 167(1)(b) of the Act; the mandatory declaration/disclosure have also not been received from the said director; and

The above remark is self explanatory

INTERNAL AUDIT:

The Company has appointed M/s. Amit Desai & Associates. Chartered Accountants, Mumbai, as its Internal Auditor. Internal Auditor has given his report on quarterly basis to the Audit Committee.

Based on the report of internal audit function the Board takes corrective action in the specific areas observed and thereby to strengthen the controls on significant audit observations, corrective actions thereon are presented to the Audit Committee of the Board.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. Y S Gokhale & Associates, Cost Accountants, Mumbai as Cost Auditors of the Company to conduct audit of cost records for the financial year 2014-15, at a remuneration of Rs.50,000/- p.a., subject to approval for remuneration of the shareholders of the Company. As per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014, the Company is not required to appoint Cost Auditors for the financial year 2014-15 onwards.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

DELISTING OF EQUITY SHARES OF THE Company:

The Equity shares of the Company have been delisted from Delhi Stock Exchange Limited since the exchange has been derecognized by SEBI vide its order dated 19th November, 2014.

SUBSIDIARY Company:

Shree Ambika Naturals Private Limited is a subsidiary of the Company. The Company does not have any Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Acts, 2013 a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 is attached as Annexure III.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Auditors' Certificate regarding compliance with conditions of Corporate Governance

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as part of this Annual Report.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS:

M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of M/s. J. A. Rajani & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

AUDITOR'S REPORT:

With regard to observation made by the Auditors' in their Standalone and Consolidated Report, your Directors would like to state that:

1. Regarding the non-payment of Professional Tax of Subsidiary Company amounting to Rs.0.27 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs.0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and for Rs.3.16 Lacs in respect of Assessment Year 2011-12 for which appeal is filed with the Income Tax Appellate Tribunal, Mumbai and Commissioner of Income Tax, Mumbai respectively. The Company is hopeful of winning the appeal.

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

Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure V.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

Place: Mumbai Vipul P Shah

Date: 11th August, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

Financial highlights:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2014 31s March, 2013

Total revenue 4,421.39 3,429.71

Less: Expenditure Except Finance Cost & 4,225.89 3,259.77 Depreciation

Profit before Finance Cost, Depreciation & Tax 195.50 169.94

Less: Finance Cost 56.33 48.00

Less: Depreciation 42.75 32.48

Profit before tax 96.42 89.46

Less: Provision for Tax 32.05 26.58

Profit After Tax 64.37 62.88

Balance brought forward from previous year 255.24 246.28

Profit available for appropriation 319.61 309.16

Tax Adjustments 2.93 2.01

Proposed Dividend 43.80 43.80

Tax on Dividend 7.42 8.11

Surplus carried to Balance Sheet 271.32 255.24

Operations:

The Company earned revenue from operations of Rs. 4,421.39 Lacs during the year as compared to Rs. 3,429.71 Lacs during the previous year. The Profit before tax has been increased to Rs. 96.42 Lacs from Rs. 89.46 Lacs in the previous year. After considering the provision for taxation of Rs. 32.05 Lacs (previous year Rs. 26.58 Lacs), your Company could achieve a net profit of Rs. 64.37 Lacs during the year (previous year Rs. 62.88 Lacs).

Dividend:

Considering financial performance of the Company, your Directors recommend the payment of dividend @ Re. 0.80(8%) [Previous year Re. 0.80 (8%)] for the financial year ended 31st March, 2014. The dividend on Equity shares, if approved by the members, would involve an outflow of Rs. 43.8 Lacs towards dividend and Rs. 7.42 Lacs towards dividend tax, resulting in a total outgo of Rs. 51.22 Lacs.

Public Deposits:

Your Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Directors:

The Board of Directors of the Company re-appointed Dr. S. N. Sahai as Whole time Director (re-designated as Whole time Director & Chief Financial Officer) of the Company for a further period of one year w.e.f. 1st April, 2014 to 31st March, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pravinchandra B Shah, Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company appointed Mrs. Trupti Shah as an Additional Independent Director of the Company w.e.f. 1st June, 2014. In terms of the provisions of Section 161 of the Companies Act, 2013, Mrs. Trupti Shah holds office as such upto the date of the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Mrs. Trupti Shah as an Independent Director of the Company for a period of 5 years w.e.f. 1st June, 2014 till 31st May, 2019.

Further, in terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Jagdeep Mehta as an Independent Director of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation.

The Company has received notices from member under section 160 of the Companies Act, 2013 together with necessary deposits proposing their candidature for the office of Director of the Company. The Company has also received declaration from Mr. Jagdeep Mehta and Mrs. Trupti Shah confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with Stock Exchanges. The Board recommends the appointment of Mr. Jagdeep Mehta and Mrs. Trupti Shah as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Your Board also recommends for re-appointment of Dr. S. N. Sahai and Mr. Pravinchandra B Shah.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under the Clause 49 of the Listing Agreement with Stock Exchanges are given in the Notice convening the Annual General Meeting.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai (FRN:108331W), the Statutory Auditors of your Company hold office as such, upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and their re-appointment, if made, would be within the limits prescribed under Rule 4(c) of Section 139 of the Companies Act, 2013 and they are not disqualified for being appointed as Auditors.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts for the financial year 2014-15.

Auditor''s Report:

With regard to observation made by the Auditors'' in their report, your Directors would like to state that:

1. Regarding the non-payment of dividend distribution tax of Rs. 14.64 Lacs and Profession Tax of Rs. 0.35 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and for Rs. 3.16 Lacs in respect of Assessment Year 2011-12 for which appeal is filed with the Income Tax Appellate T ribunal, Mumbai and Commissioner of Income Tax, Mumbai respectively. The Company is hopeful of winning the appeal.

Cost Auditors:

Pursuant to the provisions of Section 233B of Companies Act, 1956 and in terms of Circular No. F. No. 52/26/CAB-2010 dated 30th June, 2011 and 52/26/CAB-2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, the Company has appointed M/s. Y. S. Gokhale & Associates, Cost Accountants, Mumbai, as Cost Auditors of the Company for Audit of the cost accounting records for the financial year 2013-14.

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed M/s. Y. S. Gokhale & Associates, Cost Accountants, Mumbai, as Cost Auditors of the Company to conduct the cost audit for the financial year 2014- 15, at a remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only) plus service tax and out of pocket expenses. The approval of Shareholders is sought for payment of remuneration to the said Cost Auditors.

Directors'' Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profits of the Company for the period ended on that date;

c) they 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) they have prepared the annual accounts on a "Going Concern" basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are annexed to this report and marked as "Annexure A".

Subsidiary Company and Consolidated Financial Statements:

Shree Ambika Naturals Private Limited is a subsidiary of the Company which is engaged in the business of manufacturing and trading of Natural Chemicals, Colours and Organic and Inorganic Dye stuff.

A statement containing brief financial details of the Company''s subsidiary for the year ended 31st March, 2014 is annexed to this report and marked as "Annexure B".

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheet of subsidiary company with the holding Company''s Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report, hence the Balance Sheet of subsidiary company is not attached with the Company''s Balance Sheet.

The annual accounts of the above referred subsidiary company and the related detailed information shall be made available to the shareholders of the Company and the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and during the Annual General Meeting and also on the Company''s website

i.e. www.vipuldyes.com.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges, the following have been made a part of the Annual Report and are attached to this report:

Management Discussion and Analysis Report

Corporate Governance Report

Auditors'' certificate regarding compliance of conditions of Corporate Governance Particulars of Employees under Section 217(2A) of the Companies Act, 1956

During the year under review, no employee was in receipt of remuneration exceeding the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence your directors have nothing to report in this regard.

Delisting of Equity Shares of the Company:

During the year under review, the Company has applied for delisting its Equity Shares from the Ahmedabad Stock Exchange Limited and The Delhi Stock Exchange Association as the listing fees paid to both these Stock Exchanges is disproportionate to the shares dealt in. The Directors bearing in mind the benefit of Company and Shareholders decided to delist the Equity shares of the Company from these Stock Exchanges.

The Equity Shares of the Company will continue to be listed on BSE Limited.

Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Pravinchandra B. Shah

Date : 12th August, 2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

Financial highlights:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Total revenue 2891.34 3307.88

Less: Expenditure except Finance Cost and Depreciation 2736.78 3106.39

Profit before Finance Cost, Depreciation & Tax 154.56 201.50

Less: Finance Cost 46.59 40.00

Less: Depreciation 26.84 22.91

Profit before tax 81.13 138.59

Less: Provision for Tax 25.92 42.23

Profit after Tax 55.21 96.36

Balance brought forward from previous year 252.42 207.21

Profit available for appropriation 307.63 303.57

Tax Adjustments 10.44 0.45

Proposed Dividend 43.80 43.48

Tax on Dividend 7.12 7.22

Surplus carried to Balance Sheet 246.28 252.42

Operations:

The Company could earn revenue from operations of Rs. 2,885.35 Lacs during the year as compared to Rs. 3,298.32 Lacs during the previous year. The Profit before tax has been reduced to Rs. 81.13 Lacs from Rs. 138.59 Lacs in the previous year. After considering the provision for taxation of Rs. 25.92 Lacs (previous year Rs. 42.23 Lacs), your Company could achieve a net profit of Rs. 55.21 Lacs during the year (previous year Rs. 96.36 Lacs).

Dividend:

Due to unfavourable market conditions during the year under review, the Company could make a net profit of Rs. 55.21 lacs only. In these conditions, your Directors recommend the payment of dividend @ Re. 0.80 (8%) [previous year Re. 0.80 (8%)] for the financial year ended 31st March, 2012. The dividend on Equity shares, if approved by the members, would involve an outflow of Rs. 43.80 Lacs towards dividend and Rs. 7.11 Lacs towards dividend tax, resulting in a total outgo of Rs. 50.91 Lacs

Public Deposits:

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Directors:

During the year under review, Dr. S. N. Sahai was re-appointed as Whole Time Director of the Company for a period from 15th December, 2011 to 30th June, 2012 and again for a period from 1st July, 2012 to 31st March, 2013, subject to approval of the members.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta, Directors of the Company retire by rotation at the ensuing

Annual General Meeting and being eligible, have offered themselves for re-appointment.

Your Directors recommend the re-appointment of Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta as Directors and Dr. S. N. Sahai as Whole time Director of the Company.

Brief resume of the Directors proposed to be re-appointed as stipulated under clause 49 of the Listing Agreement entered into with BSE Limited are given in the Notice convening the Annual General Meeting.

Change in Share Capital of the Company

On 23rd August, 2010 the Company issued and allotted 19,75,000 Warrants on preferential basis convertible into equivalent number of Equity Shares of Rs. 10/- each at an issue price of Rs. 20/- (including premium of Rs. 10/- per share) to the persons in Promoter Group and others. The Preferential Allotment was made in accordance with the provisions of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

On 31st March, 2011, the Company issued and allotted 8,50,000 Equity Shares of Rs. 10/- each upon conversion of 8,50,000 warrants issued on preferential basis. Further, on 22nd February, 2012, the Company issued and allotted 40,000 Equity Shares of Rs.10/- each upon conversion of 40,000 Warrants issued on preferential basis.

Remaining 10,85,000 Warrants issued to the Promoter group and others stand cancelled and accordingly application money amounting to Rs. 54,25,000/-, being 25% of issue price received upon issue of Warrants, stands forfeited and transferred to Capital Reserve.

Based on the above changes, the issued, subscribed & paid up Capital of the Company has increased to Rs. 5,47,45,000/- divided into 54,74,500 Equity shares of Rs.10/- each.

Auditors' Report

With regard to observations made by the Auditors' in their report, your Directors would like to state that:

1. Regarding the non payment of dividend distribution tax of Rs. 12.88 Lacs, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and has made an appeal before the Income Tax Appellate Tribunal, Mumbai. The Company is hopeful of wining the appeal.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold such office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts for the financial year ending 31st March, 2013.

Directors' Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the period ended on that date;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report and marked as "Annexure A".

Subsidiary Company and Consolidated Financial Statements :

Shree Ambika Naturals Private Limited is a subsidiary of the Company which is engaged in the business of manufacturing and trading of natural Chemicals, Colors, Organic and Inorganic Dye stuff.

A statement containing brief financial details of the Company's subsidiary for the period ended 31st March, 2012 is included in the Annual Report and marked as "Annexure B".

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheet of subsidiary company with the holding Company's Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report, hence the Balance Sheet of subsidiary company is not attached with the Company's Balance Sheet.

The annual accounts of the above referred subsidiary company and the related detailed information shall be made available to the share holders of the Company and the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and during the Annual General Meeting and also on the Company's website i.e. www.vipuldyes.com.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors' certificate regarding compliance of conditions of Corporate Governance Particulars of Employees under Section 217(2A) of the Companies Act, 1956

During the year under review, no employee was in receipt of remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence your directors have nothing to report in this regard.

Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Pravinchandra B. Shah

Date : 14th August, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting herewith Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2010.

Financial highlights:

The financial figures for the year under review are given below:

(Rs.in lacs)

Particulars 2009-2010 2008-2009

Turnover 2,654.17 2,360.68

Profit (Before Depreciation, Interest & Taxation) 144.22 145.01

Less: Depreciation 19.46 19.86

Less: Interest 41.32 47.70

Profit before Tax 83.43 77.45

Less: Provision for Taxation 27.41 24.94

Profit after Tax 56.01 52.51

Add: Balance brought forward from Previous Year 200.30 186.07

Surplus Available for Appropriation 256.32 238.58

Proposed Dividend 36.68 27.51

Tax on Dividend 5.67 4.25

Deferred tax adjustment earlier year 6,76 6.52

Balance carried to Balance Sheet 207.21 200.30



Operations:

Your Directors are pleased to inform you that the Company has achieved a turnover of Rs. 2654.17 Lacs during the year as compared to Rs. 2360.68 Lacs during the previous year. The Profit before tax has been increased to Rs. 83.43 Lacs from Rs. 77.45 Lacs in the previous year. After considering the provision for taxation of Rs. 27.41 Lacs (previous year 24.94 Lacs), your Company has achievedanet profit of Rs.56.01 Lacs (previous year52.51 Lacs) during the year.

Dividend:

The Companys overall performance during the year under review was satisfactory. Your Directors are pleased to recommend the payment of dividend @ Re. 0.80 (8%) (previous year Re. 0.60 (6%)) for the financial year ended 31st March 2010. The dividend on Equity shares, if approved by the members will be paid to those members whose names appear on the Register of Members on 30th September 2010 and would involve an outflow of Rs. 36.68 Lacs towards dividend and Rs. 5.67 Lacs towards dividend tax, resulting in a total outgo of Rs. 42.34 Lacs.

Public Deposits:

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58Aand 58AAof the Companies Act, 1956.

Directors:

In accordance with Articles of Association of the Company Mr. Prasannakumar Gawde and Mr. Jagdeep Mehta, Directors of the Company retire by rotation and being eligible offered themselves for re-appointment at the ensuing Annual General Meeting.

During the year under review Mr. R. L. Rathod and Dr. Anil S. Salvi has resigned from the Directorship of the Company w.e.f. 15th July 2010. Your directors place on record their sincere appreciation for their valuable services and guidance given to the Company during their tenure.

The Board of Directors re-appointed Mr. Vipul P. Shah as Managing Director of the Company for a further period of 3 years w.e.f. 15th July 2010, subject to the approval of shareholders in their general meeting. Your directors recommend for your approval.

Postal ballot:

The Company conducted postal ballot process for seeking approval of the shareholders for (i) increase in Authorized Share Capital of the Company from Rs. 6 Crore to Rs. 7 Crore; (ii) alteration of Articles of Association upon increase in Authorized Share Capital; (iii) issue of 2000000 warrants convertible into even number of equity shares of Rs. 10/- each of the Company on preferential basis; (iv) to authorise the Board of Directors of the Company to take loan upto Rs. 100 Crore under Section 293(1 )(d); (v) to authorize the Board of Directors of the Company to create charge on assets of the Company under Section 293(1 )(a) of the Act.

The result of Postal Ballot process wasdeclaredon24th July 2010 and all there solutions were passed with requisite majority.

Auditors Report

With regard to observation made by the Auditors in their report your Directors would like to state that:

1. Regarding the payment of dividend distribution tax of Rs. 4.24 Lacs for the year ended on 2008-09, we state that the Company is in process of making payment of the same.

2. The Company has disputed the demand of Rs. 0.55 Lacs raised by the Income Tax Department in respect of Assessment Year 2002-03 and has made an appeal before the Income Tax Appellate Tribunal, Mumbai.

Auditors:

M/s J. A. Rajani & Co., Chartered Accountants, Mumbai, are the Statutory Auditors of the Company. The Auditors hold the office till the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and that if re-appointment would be within the limits prescribed under Section 224(1B)oftheCompaniesAct,1956.

Your Directors recommend the re-appointment of M/s J. A. Rajani & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

Directors Responsibility Statement:

The Directors confirm that

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that year;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange:

As required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read together with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for the year under review are annexed to this report.

Secretarial Compliance Certificate:

As required under Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practising Company Secretary is annexed to this report.

Corporate Governance Report:

Pursuant to Clause 49 of the listing agreement with the stock exchange, the following have been made a part of the annual report and are attached to this report:

- Management Discussion and Analysis

- Corporate Governance Report

- Auditors certificate regarding compliance of conditions of Corporate Governance

Personnel:

The employeremployee relation remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

The Company has no employee covered under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institution, Banks, Government Authorities, Vendors and Shareholders and all organizations connected with its business during the year under review. Your Directors also wish to place a record their deep sense of appreciation for the committed services of Executives, Staff and Workers of the Company.

For & on behalf of the Board of Directors

Place: Mumbai P. B. Shah

Date: 9th August 2010 Chairman

 
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