Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Third Annual
Report together with the Audited Accounts for the year ended 31st
March, 2014.
FINANCIAL HIGHLIGHTS
During the year under review the financial performance of the Company
is as under: (In Rs.)
PARTICULARS 2013-14 2012-13
Income from Operation 578,404,221 570,177,259
Total Income 580,599,062 570,843,771
Total Expenditure 570,606,378 562,102,225
Provision for depreciation 11,034,484 10,537,475
Profit/ (loss) before tax 9,992,684 8,741,546
Tax expense (5,106,000) (5,047,915)
Deferred tax expense 2,215,624 1,323,580
Net Profit / (Loss) after tax for the year 7,102,308 5,017,211
Add : Balance B/F from previous year 36,904,616 37,887,405
Balance carried to next year 44,006,924 36,904,616
DIVIDEND
To conserve resources and to maintain liquidity, the directors do not
recommend declaration of any dividend for the financial year.
UNPAID / UNCLAIMED DIVIDEND
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
WORLD ECONOMY
Global economy continues to show weakness with overall economic growth
slowing to 2.7 percent per annum in the first quarter of 2014, down
from 3.6 percent registered in the previous quarter. During the current
year recovery prospects look bleak on account of conflicts in Iraq,
Libya, Palestine and Ukraine adding significant geopolitical risks to
an already weak outlook. This could get further get accentuated if
there is an upward pressure in crude prices due to the Middle East
crisis. Any rise in US interest rates could add to the global
slowdown.
Although there have been some significant forward pushes for the BRICS
economies with agreement on the establishment of a new multilateral
BRICS Bank, but Developing countries are headed for a third consecutive
year of disappointing growth below 5 percent. A weak 2014 first quarter
has delayed an expected pick-up in economic activity. With the
exception of China and Russia, stock markets have done well in emerging
economies, notably India and Indonesia. A gradual tightening of fiscal
policy and structural reforms may be required, to restore world fiscal
health, still suffering the pangs of 2008 financial crisis.
INDIAN ECONOMY
Last three years have been challenging for the Indian economy, with
real GDP growth sliding from an average of 8.4 percent over the period
2003-10 to 5.3 percent during 2011-13. The economic parameters are
expected to improve with the formation of a new Government at the
centre and a fresh push for reforms in the infrastructure sector. It is
estimated that the economy has grown at 5.5 % during the first quarter
of the current fiscal. Continued buoyancy on the Stock markets has
resulted in fresh forex inflows. Forex reserves at USD 320 bn provide a
good hedge against any weakness in the global crude prices. Reserve
Bank of India is still maintaining a cautious approach on the interest
rate front with no significant let down in headline inflation.
Despite a weak economic scenario your company has been able to maintain
its topline, and has in fact improved profitability with a rigorous
control over expenses. Exports to Europe, US and Australia continue to
be steady. Your Company expects to do better in the current fiscal with
a bigger push into the European markets.
SHARE CAPITAL STRUCTURE
During the year under review there were no changes in the Authorized,
Issued, Subscribed and Paid up Share Capital Structure of the Company.
BUY BACK OF EQUITY SHARES
The Company had not made any Buy Back of its paid up equity shares
during the year in terms of section 77A, 77AA and 77B of the Companies
Act 1956. Hence no specific disclosure is required to be made in this
report
YEAR UNDER REVIEW
During the year under review the Company has earned total income of Rs.
580,599,062/- (Previous Year of Rs. 570,843,771) from business. After
deducting all administrative expenses and depreciation and necessary
adjustments for taxation, etc. of Rs. 570,606,378/- (Previous Year of
Rs. 562,102,225), the company has earned a net profit of Rs. 7,102,308
/- (Previous of Rs. 5,017,211/-).
DEMATERIALISATION OF SECURITIES
Your Company''s Equity shares are admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has signed tripartite Agreement through Registrar and Share
Transfer Agent M/s MCS Limited. The Investors are advised to take
advantage of timely dematerialization of their securities. The ISIN
allotted to your Company is INE042C01010. Total Share dematerialized up
to 31st March 2014 were 3252780 which constitute 80.51% of total
capital. Your Directors request all the shareholders to dematerialize
their shareholding in the company as early as possible.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
The Complete Report on Corporate Governance is given as ANNEXURE-A to
this report.
MANAGEMENT''S DISCUSSION AND ANALYSIS
Management''s discussion and perceptions on existing business, future
out look of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate para in Corporate Governance
Report.
DEPOSITS
During the year under review your company has neither invited nor
accepted any public deposit as defined under Section 58A of the
Companies Act-1956.
DIRECTORS
Mr Shyam Sunder Tibrewal shall retire by rotation at the ensuing Annual
General Meeting as per provisions of Law. He is eligible for
reappointment and has offered himself for directorship of the company.
Your directors recommend for his reappointment.
INSURANCE
All the existing properties of the company have been adequately insured
from the approved insurance companies. The Directors record that during
the year there was no insurance claim made by the company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provision contained in Section 134(5) of the Companies
Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956),
the Directors of your Company confirm:
A. That in the preparation of the annual accounts, as far as possible
and except the Accounting Standards which are mentioned by the Auditors
in their Report and the Notes to the Accounts separately, the
applicable accounting standards has been followed and no material
departure has been made from the same;
B. That 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 affair of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
C. That they 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 for preventing and
detecting fraud and other irregularities;
D. That they have prepared the annual accounts on a going concern
basis.
E. The Directors, in the case of Listed Company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operative
effectively.
F. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of
section 149(6) OF the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(2) All the Independent Directors in the opinion of the Board are
persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or
subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakhs rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year,
(7) Who neither himself, nor any of his relatives,
(a) Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which ihe is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed of
(i) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(ii) Any legal or a consulting firm that has or had any transaction
with the company, its holding, subsidiary associate company amounting
to ten per cent, or more of the gross turnover of such firm; or
(iii) Holds together with his relatives two per cent, or more of the
total voting power of the company; or
(iv) Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(v) Who possesses such other qualifications as may be prescribed.
STATUTORY AUDITORS
M/s. O.P. Bhandari & Co., present Statutory Auditors of the company
have given their letter of consent and confirmation under provisions of
Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The
Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the
Companies Act, 1956).for reappointment as Statutory Auditors of the
Company. As per rules, M/s. O.P. Bhandari is proposed to be appointed
as statutory auditors of the company for next 3 financial years. A
Suitable Resolution making their appointment as the Statutory Auditors
and fixing their remuneration is proposed to be passed at the Annual
General Meeting.
INTERNAL AUDITORS
In order to make proper compliance with the provisions of Corporate
Governance the company has established in house internal Audit
Department which is functioning under the close supervision and
direction of the Audit Committee. Company had appointed Biren Shah &
Co. Chartered Accountants as Internal Auditors. They have agreed to be
reappointed as the Internal Auditors from to time to time.
AUDITORS OBSERVATION
The Auditor''s Report for the Year ended 31st March 2014 and the notes
forming part of accounts referred to in the Auditor''s Report are self
explanatory and give complete information.
FORMATION OF AUDIT COMMITTEE
The Company has formed the audit committee within the organization in
compliance to Section 177 of Companies Act, 2013 (section 292A of
Companies Act, 1956) and also in compliance with clause 49 relating to
corporate governance as per listing agreement. The Directors have
formed an Audit Committee within the organization consisting of 3
directors. The area of operations and functional responsibilities
assigned to the committee are as per the guidelines provided in Clause
49 of the Listing Agreement for implementation of code of corporate
governance. The committee meets at least once in a quarter and gives
its report of each meeting to the Board for its approval, record and
information purpose. The detail of powers, responsibilities and system
of functioning of this committee is given in report on Corporate
Governance forming part of this report.
EMPLOYEES
During the year, your Company has not employeed any individual whose
remuneration falls within the purview of the limits prescribed under
the provisions of Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employee) Rules, 1975.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1) (e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
Annexure forming part of this report.
MATERIAL CHANGES
Except the information given in this report, no material changes have
taken place after completion of the financial year up to the date of
this report which may have substantial effect on business and finances
of the company.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed
in your company by its Shareholders, Bankers and clients. Your
Directors also keenly appreciate the dedication & commitment of all our
employees, without which the continuing progress of the company would
not have been possible.
ON BEHALF OF THE BOARD OF DIRECTORS
(Shyam Sunder Tibrewal)
PLACE : AHMEDABAD. Chairman
DATE : 26.05.2014 (DIN: 00500621)
Mar 31, 2013
To, The Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report together with the Audited Accounts for the year ended 31s''
March, 2013.
FINANCIAL RESULTS
The financial results of your company for the year 2012-2013 are
summarised below:
(In Rs.)
Particulars Year ended Year ended
31.03.2013 31.03.2012
Sales & Other Income 57,08,43,771 45,13,46,405
Profit before Interest
& Depreciation 3,43,70,406 3,13,82,219
Interest & Depreciation 2,56,28,860 2,81,15,514
Profit / (Loss) before taxes 87,41,546 32,66,705
Provision for Taxation
(including deferred tax) 37,24,335 13,01,167
Profit/(Loss) after taxes 50,17,211 19,65,538
Profif(Loss) brought forward
from Previous year 3,78,87,405 3,59,21,867
Profit/(Loss) carried to
Balance Sheet 3,69,04,616 3,78,87,405
DIVIDEND
To conserve resources and to maintain liquidity, the Board has not
recommended declaration of any dividend for the year under review.
YEAR IN PROSPECT
WORLD ECONOMY
Global economic scenario continued to be weak in FY 2012-13, though
downside risks have reduced, with a mild recovery in US economy, as
well as avoidance of a full blown Euro crisis. The US Fed Reserve''s
aggressive stance of pumping in trillions of dollars, through purchase
of bonds, which has come to be known as Quantitative Easing, helped in
maintaining liquidity in global markets. Though the US economy gained
traction in the year gone by, but the same could not be said about the
Eurozone, where a further crisis was averted through a resolve of the
stakeholders to strengthen an integrated Eurozone. The cooling down of
Chinese economy, added to global concerns. Growth in emerging market
economies like India was low, but the relative softening in commodity
prices, eased the impact. Short-term risks emanating from the Euro zone
crisis and a slowdown in Chinese and other emerging market economies
have diminished, but not disappeared.
With the continued pressure on global economy , enhanced international
policy coordination is needed to mitigate negative policy spillovers
and foster robust and balanced growth.
INDIAN ECONOMY
Indian economy grew by 5 % during the year 2012-13 making it one of the
worst years in the last decade. The manufacturing sector put up a
dismal show with 1 % growth compared to 2.7 % in the previous year.
There was a slowdown in Agricultural sector also, with scanty rainfall
affecting the Rabi sowing season, though Kharif crop was benefitted by
a late revival in monsoon. This resulted in an overall decline in food
grain production to 255.4 million tons from 259.3 million tons in the
previous year.
Though headline inflation was under control and decelerated to 4.9 % in
April 2013, but the ballooning of Current account deficit to 6.7 % of
GDP in the third quarter of FY 13, restricted the headroom available to
Reserve Bank of India, for any significant reduction in policy rates.
Heavy imports of Gold and slippages in exports contributed to the
widening of Current Account deficit. The Government has endeavored to
control the situation through a cut in crude oil subsidy, by freeing
diesel prices, and the RBI placing restrictions on Gold imports, but
the impact of these measures may be negligible,*.Rs.Rs. the absence of long
term economic reforms which can attract long term Foreign investment in
infrastructure projects. But even with these weak macro factors, India
continued to one of the fastest growing economies of the world, holding
significant interest for the Global investors. This can be gauged from
the fact that during FY 13, Portfolio capital inflows increased to US D
27.5 billion compared to USD 16.6 billion in FY 12 and correspondingly,
Net FDI inflows increased to USD 22.9 billion as compared to USD 21.8
billion in the previous year.
Although RBI have eased the monetary policy somewhat with small
relaxations in Statutory Liquidity Ratio (SLRi and Cash Reserve
Requirement (CRR) to be maintained by Banks, but this has not resulted
in any significant reduction in interest rates and there is a
continuous clamour from the business community for relief in this area.
Despite un-certainties and weakness in the overall economic scenario,
your company has performed very well in the year gone by with sales
turnover going up by 32% in FY 13 compared to the previous year, and a
corresponding increase of 37 % in exports during this period. This has
been possible due to sustained efforts of the management in holding on
to the existing markets and penetrating new markets in Australia and
the European continent.
DIRECTORS'' RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the directors had 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 or loss of the Company for that period.
iii. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. That the directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Pursuant to provision of Section 256 the Companies Act, 1956, Mr. Rishi
Tikmani retires by rotation at the forthcoming Annual General Meeting
of the Company and being eligible offers himself for re-appointment.
The brief resume/detail relating to the Director who is to be
re-appointed is furnished in the Notes to the Notice of the Annual
General Meeting. Members are requested to consider his re-appointment
as Director of the Company.
PUBLIC DEPOSITS
During the year under review, Company has not accepted any Deposits
under the Provisions of Section 58A of the Companies Act, 1956.
INSURANCE
All the existing Properties of the Company have been adequately
insured.
LISTING of SHARES
The Company''s Equity Shares are listed at Ahmedabad Stock Exchange
(ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year
2013-2014 have been paid. Adequate care is being taken to comply with
almost all the norms and guidelines as per the applicable provisions of
the Listing Agreement with the Company.
The Company''s Equity Shares are under ''Compulsory Demat''. The ISIN
allotted to the Company is INE042C01010. As required by the SEBI''s
Circular, the Company has appointed M/s MCS Limited as its Registrar &
Share Transfer Agent also to undertake transfer of physical share
certificates besides acting as Electronic Registrars.
CORPORATE GOVERNANCE
The Company has implemented the adequate procedure and adopted
practices in conformity with the code of Corporate Governance as
enunciated in Clause 49 of the Listing agreement with the Stock
Exchange.
ThertHanagement Discussion and Analysis and Corporate Governance Report
are made part of the Annual Report.
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance is attached and forming part of
the Director''s Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956 relating to the disclosure of particulars of
energy conservation, technology absorption and foreign exchange
earnings and outgo pursuant to the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988 are given in the
Annexure forming part of this report.
EMPLOYEES
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees), Rules, 1975 and Companies (Particulars of
Employees) Amendment Rules, 2011 is not applicable to your Company as
none of the employee was in receipt of remuneration of more than Rs.
5,00,000/- p.m. or Rs. 60,00,000/- p.a. during the period under review.
STATUTORY AUDITORS:
M/s. O.P.Bhandari & Co., Chartered Accountants, Ahmedabad, Auditors of
the Company retires at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment. The Company has received
a certificate from them that their appointment if approved by the
shareholders would be within the ceiling prescribed under section 224(1
B) of the Companies Act, 1956.The members are requested to appoint
auditors to hold office until the conclusion of the next Annual General
Meeting of the Company.
AUDITORS'' REPORT
The Auditors'' Report for the year ended 31s'' March, 2013 and the notes
forming part of accounts referred to in the Auditors'' Report are self
explanatory and give complete information.
The efforts are being made to employ a qualified company secretary and
also to create a trust for payment of gratuity to the employees as
required by the law.
MATERIAL CHANGES
No material changes have taken place since the closure of the financial
accounts up to the date of the report, which may substantially affect
the financial performance or the statement of the Company.
ACKNOWLEDGEMENTS
The directors sincerely express their gratitude to the Company''s
shareholders, government authorities, financial institutions, banks,
and employees at all levels for their valuable assistance, support and
co-operation and look forward to the same in the year to come.
For and on behalf of the Board
Ahmedabad (Shyam Sunder Tibrewal)
28th May, 2013 Chairman
Mar 31, 2011
The Directors have pleasure in presenting the Twentieth Annual Report
together with the Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
The financial results of your company for the year 2010-2011 are
summarised below:
(Rs. In Lacs)
Particulars 31.03.2011 31.03.2010
Sales & Other Income 4420.57 3651.85
Profit before Interest &
Depreciation 290.38 257.37
Interest & Depreciation 259.20 175.51
Profit / (Loss) before taxes 31.17 81.86
Provision for Taxation 10.30 8.06
Profit/(Loss) after taxes 20.87 73.80
Profit/(Loss) brought forward
from Previous year 378.35 369.55
Profit/(Loss) carried to
Balance Sheet 359.22 378.35
DIVIDEND
To conserve resources and to maintain liquidity, the Board has not
recommended declaration of any dividend for the year under review.
YEAR IN PROSPECT
World Economy
The economic recovery witnessed in FY 2010-11, remains fragile, uneven
and fraught with significant downside risks arising on account of
tensions in the European Union and MiddleÃEast areas, natural
calamities and lack of progress in formulating medium term fiscal
consolidation plans. The downside has been accentuated by the recent
downgrade of US by S&P, though the re-categorization may be more of
technical in nature. While growth in emerging economies remains strong,
the advanced countries are growing slowly and facing uncertainty with
large fiscal deficit and unemployment levels. Global financial
stability, sovereign credit risks and rising food and energy prices,
are some other major areas of concern.
Indian Economy
Indian economy was on a recovery trajectory during the year under
perspective. As per the provisional estimates made by the Central
Statistical Organization, India's Gross Domestic Product (GDP) at
2004-05 prices was expected to record a growth of 8.6% during 2010-11
compared to the growth of 8.0% recorded during FY 2009-10. The index of
Industrial Production (IIP) recorded a lower growth of 7.8% during FY
2010-11, compared to a growth of 10.5% in the previous financial year.
Growth of core infrastructure industries has improved to 5.9% during
the year 2010-11, as against 5.5% during the previous year.
There has been a good recovery in international trade during 2010-11.
India's exports increased by 37.5% in US dollar terms during the period
April-March 2010-11, while imports registered a growth of 21.6% during
the same period. Encouraged by global recovery and emerging India's
economic potential. FIIs invested a net amount of US$ 32.2 billion in
Indian equity and Debt markets during the past financial year. This,
together with foreign direct investment inflows, has resulted in
India's foreign exchange reserves rising by US$ 25.7 billion to reach a
level of US$ 304.7 billion at the end of March,2011.
During 2010-11, inflation remained at high levels particularly on
account of high food prices, and this continues to be a cause for
concern even during the current financial year.
On the tax reforms front, the Union Budget 2011-12 has maintained the
standard rate of central excise duty at 10% with reduction in
exemptions as a prelude to implementation of the Uniform Goods and
Service Tax.
Looking at the World Economy & Indian Economy in the past year, one
could say that it was a year of cautious growth & stabilizing the
business interests would be the prime concern for every industry. With
uncertainties & risks looming large over all, your company still
managed to increase its revenues, and it expects to do even better this
year as compared to the year under prospect.
DIRECTORS' RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the directors had 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 at 31st March, 2011 and of the profit or
loss of the Company for the year ended on that date.
iii. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. That the directors have prepared the Annual Accounts on a going
concern basis.
DIRECTORS
Pursuant to provision of Section 256 the Companies Act, 1956, Shri
Rishi Tikmani retires by rotation at the forthcoming Annual General
Meeting of the Company and being eligible offers himself for
re-appointment.
The brief resume/detail relating to the Director who is to be
re-appointed is furnished in the Notes to the Notice of the Annual
General Meeting. Members are requested to consider his re-appointment
as Director of the Company.
During the year, Shri Inder Chand Nahta was appointed as additional
director and Shri Sanjeev Sharma had resigned due to his professional
exigencies.
PUBLIC DEPOSITS
During the year under review, Company has not accepted any Deposits
under the Provisions of Section 58A of the Companies Act, 1956.
REDEMPTION OF PREFERENCE SHARES
40,000 Redeemable Preference Shares issued by the Company have been
redeemed in accordance with Provisions of Section 80 / 80A of the
Companies' Act, 1956 during the year.
INSURANCE
All the existing Properties of the Company have been adequately
insured.
LISTING AGREEMENT
The Company's Equity Shares are listed at Ahmedabad Stock Exchange
(ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year
2011-2012 have been paid. Adequate care is being taken to comply with
almost all the norms and guidelines as per the applicable provisions of
the Listing Agreement with the Company.
The Company's Equity Shares are under 'Compulsory Demat'. The ISIN
allotted to the Company is INE042C01010. As required by the SEBI's
Circular, the Company has appointed M/s MCS Limited as its Registrar &
Share Transfer Agent also to undertake transfer of physical share
certificates besides acting as Electronic Registrars.
CORPORATE GOVERNANCE
The Company has implemented the adequate procedure and adopted
practices in conformity with the code of Corporate Governance as
enunciated in Clause 49 of the Listing agreement with the Stock
Exchange.
The Management Discussion and Analysis and Corporate Governance Report
are made part of the Annual Report.
A certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance is attached and forming part of
the Director's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217(1) (C) of
the Companies Act, 1956 relating to the disclosure of particulars of
energy conservation, technology absorption and foreign exchange
earnings and outgo pursuant to the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988 are given in the
Annexure forming part of this report.
EMPLOYEES
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees), Rules, 1975 and Companies (Particulars of
Employees) Amendment Rules, 2011 is not applicable to your Company as
none of the employee was in receipt of remuneration of more than Rs.
5,00,000/- p.m. or Rs. 60,00,000/- p.a. during the period under review.
STATUTORY AUDITORS:
M/s. O.P.Bhandari & Co., Chartered Accountants, retire at the
forthcoming Annual General Meeting and is eligible for re- appointment.
The Company has received a certificate from them that their appointment
if approved by the shareholders would be within the ceiling prescribed
under section 224(1B) of the Companies Act, 1956.The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company.
AUDITORS' REPORT
The Auditors' Report for the year ended 31st March, 2011 and the notes
forming part of accounts referred to in the Auditors' Report are self
explanatory and give complete information.
The efforts are being made to employ a qualified company secretary and
also to create a trust for payment of gratuity to the employees as
required by the law.
MATERIAL CHANGES
No material changes have taken place since the closure of the financial
accounts up to the date of the report, which may substantially affect
the financial performance or the statement of the Company.
ACKNOWLEDGEMENTS
The directors sincerely express their gratitude to the Company's
shareholders, government authorities, financial institutions, banks,
and employees at all levels for their valuable assistance, support and
co-operation and look forward to the same in the year to come.
For and on behalf of the Board
Ahmedabad (Shyam Sunder Tibrewal)
18th August, 2011. Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The financial results of your company for the year 2009-2010 are
summarised below:
(Rs. In Lacs)
Particulars 31.03.2010 31.03.2009
Sales & Other Income 3651.85 4757.69
Profit before Interest & Depreciation 257.37 343.01
Interest & Depreciation 175.51 232.53
Profit / (Loss) before taxes 81.86 110.48
Provision for Taxation 8.06 45.02
Profit/(Loss) after taxes 73.80 65.46
Profit/(Loss) brought forward from Previous year 454.55 389.09
Profit/(Loss) carried to Balance Sheet 528.35 454.55
DIVIDEND
To conserve resources and to maintain liquidity, the Board has not
recommended declaration of any dividend for the year under review.
YEAR IN PROSPECT
The world economy showed signs of recovery, during the year under
review as compared to the previous year. The recovery signs were weak
but clear in the United States and some parts of Europe. But during the
latter part of the year, the state of Government finances in Greece and
some other European nations were a cause of concern and put a big
question mark on the future of Euro itself and thus threatened to be a
destabilizing factor. After a very successful Olympics, the perils of
over-heating of the economy were evident in China. Financial
restructuring in Dubai may affect investments in the booming
middle-east, which may impact the inflow of NRI remittances from this
region.
As far as India is concerned, continuing double-digit inflation and an
abnormal increase in food prices has been at the centre of a tight
monetary policy being pursued by the regulator. But a good domestic
demand scenario has kept the wheels of economy moving. The faith of
international community in the India growth story was reflected in
multifold increase in Fll inflows. With China beating Japan as the
second largest economy of the World and China and India continuing to
be the two fastest growing economies in the word, the next decade
definitely looks like an Asian decade.
Buoyed by a surge in demand from European countries viz. England,
Denmark, Germany, Russia etc. your company expects to do better this
year as compared to the year under prospect.
DIRECTORS RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2 AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the directors had selected such accounting policies and
applied them consistently and made judgements 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 at 31st March, 2010 and of the profit or
loss of the Company for the year ended on that date.
iii. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. That the directors have prepared the Annual Accounts on a going
concern basis.
DIRECTORS
Pursuant to provision of Section 256 the Companies Act, 1956, Shri
Shyam Sunder Tibrewal retires by rotation at the forthcoming Annual
General Meeting of the Company and being eligible offers himself for
re-appointment.
The brief resume/detail relating to the Director who is to be
re-appointed is furnished in the Notes to the Notice of the Annual
General Meeting. Members are requested to consider his re-appointment
as Director of the Company. PUBLIC DEPOSITS
During the year under review, Company has not accepted any Deposits
under the Provisions of Section 58A of the Companies Act, 1956.
REDEMPTION OF PREFERENCE SHARES
65,000 Redeemable Preference Shares issued by the Company have been
redeemed in accordance with Provisions of Section 80 / 80A of the
Companies Act, 1956 during the year. INSURANCE
All the existing Properties of the Company have been adequately
insured.
LISTING AGREEMENT
The Companys Equity Shares are listed at Ahmedabad Stock Exchange
(ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year
2010-2011 have been paid. Adequate care is being taken to comply with
almost all the norms and guidelines as per the applicable provisions of
the Listing Agreement with the Company.
The Companys Equity Shares are under Compulsory Demat. The ISIN
allotted to the Company is INE042C01010. As required by the SEBIs
Circular, the Company has appointed M/s MCS Limited as its Registrar &
Share Transfer Agent also to undertake transfer of physical share
certificates besides acting as Electronic Registrars. CORPORATE
GOVERNANCE
The Company has implemented the adequate procedure and adopted
practices in conformity with the code of Corporate Governance as
enunciated in Clause 49 of the Listing agreement with the Stock
Exchange.
The Management Discussion and Analysis and Corporate Governance Report
are made part of the Annual Report. A certificate from the Auditors of
the Company regarding compliance of the conditions of Corporate
Governance is attached and forming part of the Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Information in accordance with the provisions of
Section 217(1) (C) of the Companies Act, 1956 relating to the
disclosure of particulars of energy conservation, technology absorption
and foreign exchange earnings and outgo pursuant to the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are given in the Annexure forming part of this report. EMPLOYEES
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees), Rules, 1975 is not applicable to your
Company as none of the employee was in receipt of remuneration of more
than Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p.a. during the period
under review. STATUTORY AUDITORS:
M/s. O.P.Bhandari & Co., Chartered Accountants, retire at the
forthcoming Annual General Meeting and is eligible for re- appointment.
The Company has received a certificate from them that their appointment
if approved by the shareholders would be within the ceiling prescribed
under section 224(1 B) of the Companies Act, 1956.The members are
requested to appoint auditors to hold office until the conclusion of
the next Annual General Meeting of the Company. AUDITORS REPORT
The Auditors Report for the year ended 31st March, 2010 and the notes
forming part of accounts referred to in the Auditors Report are self
explanatory and give complete information.
The efforts are being made to employ a qualified company secretary and
also to create a trust for payment of gratuity to the employees as
required by the law. MATERIAL CHANGES
No material changes have taken place since the closure of the financial
accounts up to the date of the report, which may substantially affect
the financial performance or the statement of the Company.
ACKNOWLEDGEMENTS
The directors sincerely express their gratitude to the Companys
shareholders, government authorities, financial institutions, banks,
and employees at all levels for their valuable assistance, support and
co-operation and look forward to the same in the year to come.
For and on behalf of the Board
Ahmedabad (Shyam Sunder Tibrewal)
25th August, 2010. Chairman