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Directors Report of Vivid Global Industries Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs. In lacs)

31st March, 31st March, 2015 2014

Net Sales/ Income from Operations & Other 2753 29 2754 40 income excluding Excise & Sales Tax

Gross Profit/(Loss) before Depreciation 170.07 154.92 & Interest

Less: Depreciation & Interest 51.45 47.44

Net Profit / (Loss) before Tax 118.62 107.48

(Add)/Less: Prior years adjustments, 32.13 29.39 Deferred tax etc.

Net Profit / (loss) after tax 86.49 78.09

Net Profits after Dividends 59.55 52.14

Add / (Less) Profit/(Loss) Brought forward (196.31) (248.45)

Balance carried to Balance Sheet (136.76) (196.31)

OPERATIONS:

During the year under review, the Company has recorded the total income of Rs. 2753.28 Lacs as compared to Rs. 2754.40 for the previous year and Net Profits after tax of Rs. 59.55 Lacs for the year as compared to the profits of Rs. 52.14 lacs in the previous year.

Furthermore, our company is planning to set up an Intermediate Plant at Tarapur with manufacturing capacity of 40 to 60 MT per month with a project cost upto 2.5 crores to be commissioned by May 2016. The product which the company plans to manufacture would be the sole manufacturing of this product in India. In view of this, the Company would be in a position for a considerable niche in marketing and pricing in local as well as International market.

This will lead further growth of the company in terms of turnover and also increase in the profitability.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of the Company for the year ended March 31,2015. The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on the record date.

SHARE CAPITAL:

The paid up equity capital as on March 31,2015 was Rs. 4,43,59,000/-. During the year under review, there were no changes in paid up share capital of the Company. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 1,83,62,686/-. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Smt. Amisha Mody, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

CONSERVATION OF ENERGY:

a. Though the Company's manufacturing operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

b. Additional investments and proposals for reduction of consumption of energy.- No additional investments made during the year.

c. Impact of the above measures: Nil

d. Total energy consumption and energy consumption per unit of production: "FORM - A" not applicable.

TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

a. The Company is examining possibilities of new technology to improve the quality and yield of the products development by in-house technical personnel.

b. Imported Technology: No technology was imported by the Company during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to export, initiative taken to increase exports, development of new export markets for products and services. During the current year, the Company has exported its products to Far East Countries. Efforts are being made to develop new markets and the Company expects substantial increase in exports during the current year.

b. Total Foreign Exchange.

Outgo - Rs.17,14,734/- Earned - Rs.10,88,41,826/-

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Smt. Asha Mody who retires by rotation and being eligible offers herself for reappointment and Shri. Sudhir Mody was appointed as Chief Financial Officer of the Company on 28.05.2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The disclosure of material Related Party Transaction in FORM AOC-2 is given in Annexure C to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.vividglobalinds.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT DIRECTORS MEETING

During the year under review, the independent Directors of the Company met on 05.02.2015 interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.vividglobalinds.com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following:

1. The Company has not appointed a Whole- Time Company Secretary as there was no suitable candidate available inspite of hard efforts made. Thereby appointment of Key Managerial Personnel as regards to Company Secretary is pending.

2. FORM DIR-3 not filed of Shri. Manoj Kumar Chauhan.

However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

M/s. K.M. KAPADIA & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company have been appointed as statutory auditors of the company till the conclusion of 29th AGM of the Company subject to ratification by members at every AGM. Accordingly requisite resolution for ratifying their appointment is proposed in the manner stated in the Notice for the 28th AGM.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement ,the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as ANNEXURE D & ANNEXURE E separately, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- ASHA S. MODY SUMISH S. MODY DIRECTOR DIRECTOR DIN:00221440 DIN:00318652

Place : MUMBAI Date : 07.08. 2015


Mar 31, 2014

To The Members,

The directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In lacs) 31st March, 2014 31st March, 2013

Net Sales/ Income from Operations & Other income 2754.40 1613.40

excluding Excise & Sales Tax Gross Profit/(Loss) before Depreciation & Interest 154.92 66.63

Less: Depreciation & Interest 47.44 32.12

Net Profit / (Loss) before Tax 107.48 34.51

(Add)/Less: Prior years adjustments, Deferred tax etc. 29.39 (3.21)

Net Profit / (loss) after tax 78.09 37.72

Net profits after Dividends 52.14 37.72

Add / (Less) Profit/(Loss) Brought forward (248.45) (286.17)

Balance carried to Balance Sheet (196.31) (248.45)

OPERATIONS :

During the year under review, the Company has recorded the higher total income of Rs. 2754.40 lacs as compared to Rs. 1613.40 lacs for the previous year and Net profits after tax of Rs. 52.14 lacs for the year as compared to the profits of Rs. 37.72 lacs in the previous year.

Your Company with the help of in-house research has succeeded in the development of high pressure evaporators producing low pressure steam. Such evaporators have already been installed in the plant and as a result of this, the Company will be able to achieve the targeted production and also lower the cost of production. It will now be possible to manufacture upto 100% of the capacity.

As a result of all these factors, the turnover and Profitability will be improved and barring unforeseen circumstances, your Directors are optimistic about the current year. With this the company is totally compliant with the water pollution norms as ''zero'' discharge as per the Gujarat Pollution Control Board. The Company has renewed the consent dated 08.04.2013 issued by the Gujarat Pollution Control Board for a further period upto 13.07.2017.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share of the Company for the year ended March 31, 2014. The dividend, if approved by the shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose name appears on the Register of Members of the Company as on the 23rd September,2014

Mr. Dharmesh D. Choksi and Mr. Manoj Kumar Chauhan are being eligible for appointment as Independent Director. Mr. Miten Mody who was appointed as Additional Director on 11.08.2014 is being appointed as Executive Director (Subject to the approval of Shareholders).

FIXED DEPOSIT:

During the year under review, the Company has not accepted any fixed deposits from the public.

AUDITORS:

M/s. K.M. KAPADIA & ASSOCIATES, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the Certifcate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint M/s. K.M.KAPADIA & ASSOCIATES as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 3 years, subject to the approval of shareholders and ratifcation of their appointment at the subsequent Annual General Meeting.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement is hereby confirmed :

1) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That 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 year and of the loss of the Company for the year under review.

3) That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the year ended 31st March, 2014, on a going concern basis.

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6) Had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE CERTIFICATE:

The Compliance Certifcate in terms of Section 383A of the Companies Act, 1956 issued by M/s. Pankaj & Associates, Company Secretary in Whole Time Practice is attached.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certifcate regarding compliance of conditions of Corporate Governance form part of this Report.

PREFERENTIAL ISSUE OF SHARES:

During the year ended 31st March, 2014, the Company had issued 1,50,000 equity shares of Rs. 10/ – at par on preferential basis to a promoter, to fund the business expansion. As a result of this preferential issue, the paid up Equity Share Capital had increased to Rs. 4,43,59,000/-.

The pre and post allotment shareholding of the allottee(s) is as under:

Pre issue holding as on Name of the Category relevant date Allottee (Promoter/ No. of Non-Promoter) Shares %

Mr. Sumish Promoter 335830 7.84 Mody

Name of the Post Issue Holding Allottee New Shares Allotted No. of % Shares

Mr. Sumish Mody 150000 485830 10.95



INDUSTRIAL RELATIONS:

The relations with the employees have remained cordial.

ACKNOWLEDGMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Directors ASHA S. MODY SUMISH S. MODY DIRECTOR DIRECTOR

Place: MUMBAI Date: 11TH AUGUST, 2014


Mar 31, 2011

The Members

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs. in lacs) (Rs. in lacs) 31st March, 2011 31st March, 2010

Net Sales/Income from Operations excluding Excise & Sales Tax 1297.66 1258.47

Gross Profit/(Loss) before Depreciation & Interest 125.43 98.89

Less : Depreciation 30.24 11.48

: Interest 50.10 16.15

80.34 27.63

45.09 71.26

Less: Prior years adjustments 0.00 0.20

Net Profit/(Loss) before Tax 45.09 71.06

Profit/ (Loss) after Tax 45.09 71.06

Add/(Less) Profit /Loss Brought Forward (311.03) (382.10)

Balance Carried to Balance Sheet (265.94) (311.04)

OPERATIONS :

During the year under review the Company has recorded a total Income of Rs. 1297.66 Lacs as compared to Rs. 1258.47 Lacs for the previous year and Net Profit of Rs. 45.09 Lacs for the year as compared to a Profit of Rs. 71.26 Lacs in the previous year.

Your Company with the help of in-house research started regenerating steam from mother liquor and reusing salt in the process has succeeded in improving the yield efficiency by approximately 5% and by that way company has also reduced the effluent discharge. As a result of all these factors the turnover and profitability have substantially improved and barring unforeseen circum- stances your Directors are optimistic about the current year.

DIVIDEND :

In view of the accumulated losses your Directors do not recommend any dividend.

DIRECTORATE :

Mr. Sumish S Mody retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT :

The Company has not accepted any Deposit which attracts the provisions of Section 58A of the Companies Act, 1956.

AUDITORS :

The present statutory auditors M/s K. M. Kapadia & Associates, Chartered Accountants retire at the close of this Annual General Meeting and are eligible for re-appointment. The Company has received the consent and eligibility certificate from them. The Directors therefore recommend the re-appoint- ment of M/s K. M. Kapadia & Associates, Chartered Accountants as Auditors of the Company.

PARTICULARS OF EMPLOYEES :

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) The Directors 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 & Loss of the Company for that period.

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 detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the annual accounts on a "going concern basis".

CORPORATE GOVERNANCE :

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of condi- tions of Corporate Governance form part of this Report.

INDUSTRIAL RELATIONS :

The relations with the employees have remained cordial.

ACKNOWLEDGEMENTS :

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board of Director

SUMISH S. MODY ASHA S.MODY MANAGING DIRECTOR DIRECTOR

Place : Mumbai Dated : 17th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs)

31st March, 2010 31st March, 2009

Net Sales/Income from Operations excluding Excise & Sales Tax 1258.47 597.43

Gross Profit/(Loss) before Depreciation & Interest 98.89 (63.65)

Less: Depreciation :Interest 11.48 16.15

16.15 14.80

27.63 33.95

71.26 (97.61)

Less: Prior years adjustments 0.20 -

Net Profit/(Loss) before Tax 71.06 (97.61)

Profit/ (Loss) after Tax 71.06 -

Add/(Less) Profit /Loss Brought Forward (382.10) (284:49)

Balance Carried to Balance Sheet (311.04) (382.10)





OPERATIONS:

During the year under review the Company has recorded a total Income of Rs. 1258.47 Lacs as compared to Rs. 597.43 Lacs for the previous year and the Net Profit for the year was Rs. 71.06 Lacs as compared to a Loss of Rs. 97.61 in the previous year.

During the year the Company has collaborated with another Company for the marketing of one of its products, resulting in maximum utilization of plant capacity. Also with the stabilization of the export market the export turnover for another product has also improved. In addition the Import prices for J Acid have stabilized.

Your Company with the help of in-house research has succeeded in improving the yield efficiency by approximately 5%. As a result of all these factors the turnover and profitability have substantially improved and barring unforeseen circumstances your Directors are optimistic about the current year.

DIVIDEND:

In view of the accumulated losses your Directors do not recommend any dividend.

DIRECTORATE:

Mr. Dharmesh Choksi retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT:

The Company has not accepted any Deposit which attracts the provisions of Section 58A of the Companies Act, 1956.

AUDITORS:

The present statutory auditors M/s K. M. Kapadia & Associates, Chartered Accountants retire at the close of this Annual General Meeting and are eligible for re-appointment. The Company has received the consent and eligibility certificate from them. The Directors therefore recommend the re-appoint- ment of M/s K. M. Kapadia & Associates, Chartered Accountants as Auditors of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

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

ii) The Directors 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 & Loss of the Company for that period.

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 detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the annual accounts on a "going concern basis".

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis. Corporate Governance Report and Auditors Certificate regarding compliance of con- ditions of Corporate Governance form part of this Report.

INDUSTRIAL RELATIONS:

The relations with the employees have remained cordial.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.



For and on behalf of the Board of Director

SUMISH S. MODY ASHA S.MODY

MANAGING DIRECTOR DIRECTOR

Place : Mumbai

Dated : 18th August 2010

 
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