Mar 31, 2015
Dear Members,
We have great pleasure in presenting Twenty First Annual Report on the
working of the company together with the Annual Accounts for the year
ended on 31st March 2015 and trust that the same will meet your
approval.
1. FINANCIAL RESULTS
Particulars 2014-15 2013-14
Amount Amount
(Rs.) (Rs.)
Sales & Other Income 107,081,017 89,746,630
Profit/(Loss) before 3,219,093 2,944,973
Depreciation and Taxation
Less: Depreciation 1,730,965 1,754,682
Profit/(Loss) before Tax 1,488,128 1,190,291
Less: Provision for taxation 327,325 (386,157)
Profit/(Loss) after taxation 1,160,803 1,576,448
Add: Balance of last year 8,880,687 7,304,239
brought forward
Balance Profit/(Loss) available 10,041,490 8,880,687
for appropriation
Less : Transfer to General Reserve  Â
Less : Depreciation on transition
to schedule II
of the Companies Act, 2013 491,682 Â
Proposed Dividend --- Â
Dividend Distribution Tax  Â
Balance Profit/(Loss) 9,549,808 8,880,687
Carried to Balance Sheet
2 COMPANY'S PERFORMANCE
The sales turnover of the company amounted to Rs. 106,557,902/- in the
current year as compared to Rs. 89,690,504/- in previous year which
shows an increase of about 19%. The company has earned lower net profit
after tax of Rs. 1,160,803/- during the year as against Rs. 1,576,448/-
in last year due to increase in expenses and higher income tax
provision However Profit Before Depreciation and interest (PBDIT) has
increased to Rs. 5,503,636/- during the Current year as against Rs.
5,187,821/- in last year. This was due to increase in production &
sales quantity. Your Directors are making constant efforts for
increasing the business of the company..
3 DIVIDEND
Your Directors do not recommend dividend for the year under review, in
order to strengthen the long term Resources of the Company.
4 TRANSFER TO RESERVES
The Company has not transferred any amount to reserves.
5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
The detailed analysis of the operating performance of the Company for
the year, the state of affairs and the key changes in the operating
environment have been included in the Management Discussion and
Analysis Section which forms a part of the Annual Report. (Annexure D)
6 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF
THE BOARD REPORT
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate and the date of the report.
7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE
During the year under review there have been no such significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
8 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES
As on March 31 2015 the company does not have any subsidiary or joint
venture or associate.
9 RISK MANAGEMENT POLICY
The Company has in place a dynamic Risk management framework for a
systematic approach to control risks as the framewrok identifies,
evaluates business risks and oppurtunities and seeks to create
transparency and minimize adverse impact on the business. The Risk
Management Process is appropriately handled by functional heads. As on
Date, the comany envisage risks which could threaten the existence of
the company
10 CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within the purview of
Section 135 (1) of the Companies Act , 2013 and hence it is not
required to formulate policy on corporate social responsibility.
11 DIRECTORS
As per section 152 of the Companies Act,2013 and clause 110 of Article
of Association of the Company Smt Kantaben Panchal is liable to retire
by rotation and being eligible, offers herself for re-appointment.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Shri Fenil Kalpesh
Kansara was appointed as an Additional Director designated as an
Independent Director w.e.f. 31st March 2015 and he shall hold office up
to the date of the ensuing Annual General Meeting.
12 DIRECTORS' RESPONSIBILITY STATEMENT
As per the provisions of Sub section 3(c) of Section 134 (5) of the
Companies Act 2013 the Directors hereby state and confirm that:
1 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;
2 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 at the end of the financial year and of the profit of the
Company for that period;
3 they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
4 they have prepared the Annual Accounts on a going concern basis.
5 they had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and
were operating effectively.
6 they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
13 NUMBER OF MEETINGS OF THE BOARD
Six Meetings of the Board were held during the year. For details of the
meetings of the Board , please refer to the Corporate Goverence Report,
which forms part of this report.
14 BOARD EVALUATION
Persuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing agreement, a structured qustionnaire was prepared after
taking into consideration of the various aspects of the board functions,
composition of the board amd its committees, culture, execution and
performance of specific duties , obligations and governance.
The perfomance evaluation of the independent Directors was completed.
The perfomance evaluation of the chairman and the Non-Independent
Directors was carries out by the Independent Directors. The Board to
Directors expressed their satisfaction with the evaluation process.
15 DIRECTORS ' REMUNERATION POLICY AND CRITERIA FOR MATTERS COVERED
UNDER SECTION 178 OF COMPANIES ACT 2013
The Company has constituted a Nomination and Remuneration Committee
under Section 178 (1) of the Companies Act 2013 which determines
Directors' remuneration policy and criteria for determining
qualifications, positive attributes, independence of a Director and
other matters provided under Sub - Section (3) of Section 178. Details
of the same are provided in the Corporate Governance Report.
16 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR
Mr. Rasik B. Panchal was appointed as chief financial officer during
the year.
17 CHANGES IN NATURE OF BUSINESS
There is no change in the nature of the business of the Company done
during the year.
18 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013.
During the year under review, the Company has not advanced any loans /
given guarantees / made investments covered under the provisions of
Section 186 of the Companies Act 2013.
19 CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of listing agreement with stock exchanges, a
separate section on corporate governance and certificate obtained from
auditors of the company regarding compliance with the conditions of
corporate governance are forming part of this annual report. Mr. Ashish
Panchal, Managing Director and Mr. Rasik B. Panchal (Chief Financial
Officer) have given a certificate to the Board as contemplated in
sub-clause V of the Clause 49 of the Listing Agreement.
20 PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration of Rs. 5,00,000/ per month
or Rs.60,00,000/ per year. The Board of Directors wishes to express
its appreciation to all the employees of the company for their
outstanding contribution to the operation of the company during the
year.
21 DEPOSITS
The company has not invited or accepted any fixed deposit from public
during the year under review and as such, no amount on account of
Principal or interest on deposits from public was outstanding as on the
date of the Balance Sheet.
22 AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Govemanace Report, which forms part of this report.
23 AUDITORS
M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad,
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment.
M/s. M.R. Pandhi & Associates have confirmed that their re-appointment,
if made, shall be within limits specified under section 139 of the
Companies Act, 2013.
24 SECRET ARIAL AUDIT REPORT
The Board has appointed Mr. Kamlesh M.Shah Practising Company Secretary
to conduct Secretarila Audit for the financial year under review. The
Secretarial Audit Report for the financial Year ended 31st March 2015
is annexed herewith marked as Annexure A to this Report
25 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Auditors' Report and Secretarial Auditors' Report does not contain
any qualifications, reservations or adverse remarks.
26 EXTRACT OF THE ANNUAL RETURN
As prescribed under Section 92 (3) of the Act, the extract of the
Annual Return in Form No. MGT- 9 is annexed herewith as Annexure C to
this Report.
27 DEPOSITORIES
The company is registered with both National Securities Depositories
Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The
shareholders can take advantage of holding their scripts in
dematerialized mode.
28 INTERNAL CONTROL SYSTEM
The Company has internal control system commensurate to the size of its
operations. Your company's Statutory Auditors have confirmed the
adequacy of Internal control system.
29 CONSERVATION OF ENERGY . TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign
exchange earnings and outgo are required to be given pursuant to section
134 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014 regarding in the statement annexed as Annexure B hereto forming a
part of this Report.
30 RELATED PARTY TRANSACTIONS
There were no related party transactions entered into by the company
during the financial year, which attracted the provisions of Section
188 of the Companies Act 2013. There being no related party
transactions as defined under clause 49 of the listing agreement, there
are no details to be disclosed in Form AOC - 2 in that regard. Pesuant
to Clause 49 of Listing Agreement and the applicable of the Companies
Act, 2013 the related party policy for dealing with related party
transactions.
A copy of the related party policy for dealing with related party
transactions is available on the website of the company. Transactions
with the related party are disclosed in detail in note no.42 and
annexed to the financial statements for the year.
All the related party transactions are duly approved by audit committee
as required under the provisions of the Companies Act, 2013 and Listing
Agreeement as well as the related party policy of the company.
31 WEBSITE:
As per the Clause 54 of the Listing Agreement, the Company has
maintained a functional website www.ashishpolyplast.com which has all
the details i.e. details of its business, financial information,
shareholding pattern, compliance with corporate governance, contact
information of the designated officials of the Company who are
responsible for assisting and handling investor grievances, details of
agreements entered into with the media companies and/or their
associates, etc.The contents of the said website are updated on regular
basis.
32 VIGIL MECHANISM/WHISTLE BLOWER
Every listed company and other companies have to formulate the vigil
mechanism for Directors and employees of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or
violation of the company's code of conduct or ethics policy in terms of
provisions of Section 177 of the Companies Act, 2013 and Rules made
thereunder and revised Clause - 49 of the Listing
Agreement with Stock Exchanges. The Company have formulated vigil
mechanism and whilstle blower policy.
The vigil mechanism shall provide for adequate safeguards against
victimisation of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the
Audit Committee under section 177(9) of the Companies Act, 2013.
In case of repeated frivolous complaints being filed by a director or
an employee, the audit committee may take suitable action against the
concerned director or employee including reprimand. A whistle
blower may be within the organization who discloses any illegal,
immoral or illegitimate practices to the employer; he/she may be
employee, superior officer or designated officer. It also for the
outsiders to use this mechanism for the aforesaid acts.
A separate Section on Corporate Governance, along with a certificate
from the Auditors confirming the compliance, is annexed and forms part
of the Annual Report.
33 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)
/ EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Cempanies ( Appointment and Remuneration of Managerial Personnel )
Rules 2014 and Companies ( Particulars of Empolyees) Rules 1975, in
respect of employees of the Company and Directors is funished here as
under
Sr Name Designation Remuneration Remuneration
no paid in paid in
F.Y 2014-15 F.Y 2013-14
Rs in Lacs Rs in Lacs
1 Ashish D Managing 12.19 12.19
Panchal Director
Sr Name Increase in Ratio/Timesper
no remuneration from median of the
previous years employee
Rs in Lacs remuneration
1 Ashish D NIL 10,25
Panchal
34 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT
WORKPLACE
The Company is commited to creating a healthy & conductive working
environment that enables women to work without fear of prejudice,
gender bias and sexual harrasement and/or any such orientation in
implicit or explicit form. The Company considers sexual harassment as
gross misconduct. Pursuant to the provisions of "The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013" and the rules made thereunder, the company has adopted a "Policy
on Protection of Women against Sexual Harrasement at Work Place".
Through this policy the Company Seeks to provide protection to its
women employees against sexual harassement at work place and thereby
provide mechanism for redressal of complaints relating to months
connected therewith or incidental there to.
35 CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and
Analysis describing the Company's objectives, expectations or
predictions, may be forward looking within the meaning of applicable
Securities Laws and Regulations. Actual results may differ materially
from those expressed in this statement. Important factors that could
influence the Company's operations include: global and domestic demand
and supply conditions affecting selling prices, in capacity additions,
availability of critical materials and their cost, change in
Governments Policies and tax laws, economic development of the Company,
and other factors which are material to the business operation of the
Company.
36 CORPORATE GOVERNANCE
Your Company is committed to good corporate governance practice and
following to the guidelines prescribed by the SEBI and stock exchange
from time to time. The company has implemented all of the major
stipulations as applicable to the company. The Statutory Auditors
Certificate in accordance with Clause 49 of the listing agreements and
report on the corporate governance is annexed to and form part of the
Directors Report. Mr. Ashish Panchal, Managing Director and Mr. Rasik
B. Panchal, Chief Financial Officer have given a certificate to the
Board as contemplated in sub clause V of the clause 49 of the Listing
Agreement.
37 ACKNOWLEDGEMENT
The Board takes the opportunity to thank for the continued support
received from Banks and government authorities. Your Directors also
acknowledge the support received by the Company from its suppliers of
goods & services, agents, dealers, shareholders and other agencies
associated with the Company.
On behalf of the Board
Place : Ahmedabad. Rasik B. Panchal Ashish D. Panchal
Date : 29th May 2015 Chief Financial Chairman
Officer DIN No. : 00598209
Mar 31, 2014
The Shareholders,
ASHISH POLYPLAST LIMITED
Ahmedabad
We have great pleasure in presenting Twentieth Annual Report on the
working of the company together with the Annual Accounts for the year
ended on 31st March 2014 and trust that the same will meet your
approval.
Review of Operations
2013-14 2012-13
Particulars Amount (Rs.) Amount (Rs.)
Sales & Other Income 89,746,630 93,551,274
Profit/(Loss) before Depreciation
and Taxation 2,944,973 4,782,572
Less: Depreciation 1,754,682 1,558,356
Profit/(Loss) before Tax 1,190,291 3,224,217
Less: Provision for taxation (386,157) 1,699,378
Profit/(Loss) after taxation 1,576,448 1,524,839
Add: Balance of last year brought
forward 7,304,239 6,609,260
Balance Profit/(Loss) available for
appropriation 8,880,687 8,134,099
Less: Transfer to General Reserve - 174,000
Proposed Dividend - 560,588
Dividend Distribution Tax - 95,272
Balance Profit/(Loss) Carried to
Balance Sheet 8,880,687 7,304,239
OPERATIONS:
The sales turnover of the company amounted to Rs 89,690,504/- in the
current year as compared to Rs.93,510,097/- in previous year which
shows a marginal decrease of about 4%. The company has earned higher
net profit after tax of Rs.1,576,448/- during the year as against
Rs.1,524,839/- in last year due to lower income tax provision However
Profit Before Depreciation and interest ( PBDIT) has decreased to Rs.
2,944,973/- during the Current year as against Rs. 4,782,572/- in last
year. This was due to decrease in production & sales quantity,increase
in prices of raw materials and employee cost.Your Directors are making
constant efforts for increasing the business of the company..
DIVIDEND:
Your Directors do not recommend dividend for the year under review, in
order to strengthen the long term recourses of the Company.
DIRECTORS
As per section 152 of the Companies Act,2013 ( corresponding Section
256 of the Companies Act, 1956), and clause 110 of Article of
Association of the Company Smt Kantaben Panchal is liable to retire by
rotation and being eligible, offers herself for re-appointment.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Shri Rakesh Panchal was
appointed as an Additional Director designated as an Independent
Director w.e.f. February 28, 2014 and he shall hold office up to the
date of the ensuing Annual General Meeting. The Company has received
requisite notice in writing from a member proposing Shri Rakesh Panchal
for appointment as an Independent Director.
The Company has received declarations from Mr. Rakesh Panchal, the
Independent Director of the Company confirming that he meets with the
criteria of independence as prescribed both under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
INSURANCE
All the movable and immovable assets of the Company are adequately
insured and are covered for all the risks.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with section 383A of the Companies Act, 1956, and
Companies (Compliance Certificate) Rules, 2001, the company has
obtained a certificate from secretary in whole-time practice, and a
copy of such certificate is annexed to this report.
PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration of Rs.5,00,000/ per month or
Rs.60,00,000/ per year. The Board of Directors wishes to express its
appreciation to all the employees of the company for their outstanding
contribution to the operation of the company during the year.
DEPOSITS
The company has not accepted any deposit from public.
AUDITORS
M/s. M.R. Pandhi & Associates, Chartered Accountants, Ahmedabad,
Auditors of the Company, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment. M/s.
M.R. Pandhi & Associates have confirmed that their re-appointment, if
made, shall be within limits specified under section 139 of the
Companies Act,2013 ( corresponding Section 224 (1B) of the Companies
Act, 1956).
The Statutory Auditors being firm has completed the period precribed
under section 139 of the Companies Act, 2013. However, this section
further provides for the cooling period of three years and it is in the
interest of the Company to appoint the Statutory Auditors for the
period of three years and accordingly, the Board of Directors has
recommended the re-appointment of M/s M. R. Pandhi & Associates,
Chartered Accountants, Ahmedabad as Auditors of the Company for a
period of three years from the conclusion of the ensuing AGM till the
conclusion of Twenty Third AGM to be held in the year 2017, subject to
ratification of their appointment at every AGM.
DEPOSITORIES
The company is registered with both National Securities Depositories
Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The
shareholders can take advantage of holding their scripts in
dematerialized mode.
DIRECTORS'' RESPONSIBILITY STATEMENT
As per the provisions of Section 217(2AA) of Companies Act, 1956, as
amended,the Directors hereby state and confirm:
1 That 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;
2 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 affairs of
the Company at the end of the financial year and of the profit of the
Company for the year ended on that date;
3 That 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;
4 That they have prepared the Annual Accounts on a going concern basis.
DEMATERIALISATION OF SHARES
The company has entered into agreements with NSDL and CDSL to enable
members to hold their shares in dematerialized form. M/s. SHAREPRO
SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents
for the same. Members are requested to take benefit of this.
ENERGY & TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo are required to be given pursuant
to section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosur of particulars in the report of board of directors) Rule
1988 is hereby annexed as Annexure A and forming a part of this Report.
CORPORATE GOVERNANCE
Your Company is committed to good corporate governance practice and
following to the guidelines prescribed by the SEBI and stock exchange
from time to time. The company has implemented all of the major
stipulations as applicable to the company. The Statutory Auditors
Certificate in accordance with Clause 49 of the listing agreements and
report on the corporate governance is annexed to and form part of the
Directors Report. Mr. Ashish Panchal, Managing Director and Mr. Kamlesh
Kansara, Manager - Accounts & Finance have given a certificate to the
Board as contemplated in sub clause V of the clause 49 of the Listing
Agreement.
ACKNOWLEDGEMENT
The Board takes the opportunity to thank for the continued support
received from Banks and government authorities. Your Directors also
acknowledge the support received by the Company from its suppliers of
goods & services, agents, dealers, shareholders and other agencies
associated with the Company.
On behalf of the Board
Date : 29th May, 2014 Ashish D. Panchal
Place : Ahmedabad Managing Director
Mar 31, 2012
To, The Members of ASHISH POLYPLAST LIMITED Ahmedabad
The have great pleasure in presenting Eighteenth Annual Report on the
working of the company together with the Annual Accounts for the year
ended on 31st March 2012 and trust that the same will meet your
approval.
Review of Operations
2011-2012 2010-2011
Particulars RS. Rs.
Sales & Other Income 82,998,516 66,329,320
Profit/(Loss) before Depreciation
and Taxation 4,393,255 4,177,285
Less: Depreciation 1,543,565 1,085,935
Profit/(Loss) before Tax 2,849,690 3,091,350
Less: Provision for taxation 546,522 1,346,861
Profit/(Loss) after taxation' 2,303,168 1,744,488
Add: Balance of last year brought
forward 5,131,621 4,212,661
Balance Profit/(Loss) available for
appropriation 7,434,789 5,957,150
Less:Transfer to General Reserve 174,000 174,000
Proposed Dividend 560,588 560,588
Dividend Distribution Tax 90,941 90,941
Balance Profit/(Loss) Carried to
Balance Sheet 6,609,260 5,131,621
OPERATIONS:
The sales turnover of the company amounted to Rs. 8,28,73,728/- in the
current year as compared to Rs. 6,63,29,320/- in previous year which
shows an increase of about 25.13%. The company has earned a net profit
after tax of Rs. 23,03,168/- during the year as against Rs. 17,44,488/-
in last year. This was possible due to increase in sales quantity,
reduction in prices of raw materials and effective cost control. Your
Directors are making constant efforts for increasing the growth of the
company and also installed new plant and machineries STATUS OF
EXPANSION/MODERNISATION:
Expansion which started last year is completed during this year. The
company increased its installed capacity which is now 950 metric tons
per annum. The company has also taken steps to improve quality and to
reduce manpower. Total capital expenditure during the year amounted to
Rs. 44,30,687/- including transfer of previous year capital work in
progress Rs. 31,06,991/-.
DIVIDEND:
In view of stable performance of the company, the Board of Directors is
pleased to recommend a dividend of 1.65% (Previous Year 1.65%) on Rs.
33,97,500/- equity shares of Rs.10 each for the current financial year
amounting to Rs. 5,60,588/- ( Previous year Rs. 5,60,588/-). With
Dividend Distribution Tax of Rs. 90,941/- (Previous year Rs. 90,941/-)
the total outflow on account of dividend works out to Rs.6,51,529/-.
DIRECTORS
Mrs. Kantaben D.Panchal retires by rotation at the ensuing annual
General Meeting being eligible she offers herself for reappointment. You
are requested to appoint her.
CORPORATE GOVERNANCE
Pursuant to clause 49 of listing agreement with stock exchanges, a
separate section on corporate governance and certificate obtained from
auditors of the company regarding compliance with the conditions of
corporate governance are forming part of this annual report.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with section 383A of the Companies Act, 1956, and
Companies (Compliance Certificate) Rules, 2001, the company has
obtained a certificate from secretary in whole-time practice, and a
copy of such certificate is annexed to this report.
PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration of Rs. 5,00,000/- per month
or Rs. 60,00,000/- per year. The Board of Directors wishes to express
its appreciation to all the employees of the company for their
outstanding contribution to the operation of the company during the
year.
DEPOSITS
The company has not accepted any deposit from public.
AUDITORS
You are requested to re-appoint retiring Auditors M/s. M. R. Pandhi &
Associates, Chartered Accountants, Ahmedabad for the financial year
2012-13. Auditor's remarks regarding internal audit system, the
directors are directly supervising major areas and are keeping
day-to-day watch. Therefore formal system is not there but informally
there is a system. Your directors will introduce formal system in due
course of time considering cost and other constraints. The loans and
advances are all recoverable and the company is in contacts with the
parties.
DEPOSITORIES
The company is registered with both National Securities Depositories
Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The
shareholders can take advantage of holding their scripts in
dematerialized mode.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the company confirms:
1 That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
2 That the selected accounting policies were applied consistently and
the directors 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 2012 and of the Profit of the Company for
the year ended on that date;
3 That proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
DEMATERIALISATION OF SHARES
The company has entered into agreements with NSDL and CDSL to enable
members to hold their shares in dematerialized form M/s. SHAREPRO
SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents
for the same. Members are requested to take benefit of this.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING/OUTGO Information with respect to 217(1) (e) of the Companies
Act, 1956 read with the Companies (Disclosures of Particulars in the
report of Board of Directors) Rules, 1988 regarding conservation of
energy, technology absorption and foreign exchange earning/out go have
been provided in Annexure-A annexed hereto which, forms part of this
Report.
ACKNOWLEDGEMENT
The Board takes the opportunity to thank for the continued support
received from Banks and government authorities. Your Directors also
acknowledge the support received by the Company from its suppliers of
goods & services, agents, dealers, shareholders and other agencies
associated with the Company.
By Order of the Board
Ashish D. Panchal
Chairman
Date : 30th May 2012
Place : Ahmedabad
Mar 31, 2011
Dear Member,
The Directors have pleasure in presenting the Seventeenth Annual
Report for the financial year ended 31st March 2011.
PERFORMANCE OF THE COMPANY
Performance of your Company during the year is summarized as under:
(Amount Rupees in Lacs)
Particulars 2010-2011 2009-2010
Sales and Other Income 719.72 610.59
Profit before Depreciation and Taxes 41.77 32.73
Less: Depreciation 10.86 10.18
Profit before tax 30.91 22.55
Provision for Taxation 10.25 6.99
Profit After Tax 20.66 15.56
Add :- Balance brought forward 42.13 34.66
Balance Available for Appropriation 62.79 50.22
Appropriations
Transfer to General Reserve 1.55 1.55
Proposed Dividend 5.61 5.61
Dividend Distribution Tax 0.91 0.93
Balance Carried to Balance Sheet 54.72 42.13
DIVIDEND
In view of improved performance of the company, the Board of Directors
is pleased to recommend a dividend of 1.65 % i.e. Rs 0.165 per equity
share (Previous Year 1.65%) on 33, 97,500 equity shares of Rs.10 each
for the current financial year amounting to Rs. 5.61 lacs ( Previous
year 5.61 Lacs). With Dividend Distribution Tax of Rs.0.91 lacs (
Previous year 0.93 lacs ) the total outflow on account of dividend
works out to Rs.6.52 lacs.
OPERATIONS
The total turnover of the Company for the year is increased by 18.01 %
as compared to previous year. Your directors are putting all their
efforts to further increase the sales. However, the net profit after
tax for the current year has increased to Rs. 20.66 lacs from Rs. 15.56
lacs in 2009-10. This was possible due to increase in sales quantity,
reduction in prices of raw materials and effective cost control.
- Your Directors are confident of achieving higher sales and
profitability during 2011-12.
DIRECTORS
Shri Manishbhai Gandhi retires by rotation at the ensuing Annual
General Meeting but due to his other pre occupation he has not opted
for re-appointment. Shri Ankit N. Shah has ceased to be director w.e.f.
22.06.2011. Board acknowledges valuable services provided by Shri
Ankit N. Shah during his tenure as a director. It is proposed to
appoint Mr. Keyur Rasiklal Panchal as Independent Director in place of
Shri Manish Gandhi, You are requested to appoint him.
DEPOSITS
Your Company has not accepted any deposit from public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING/OUTGO Information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure-A
annexed hereto which, forms part of this Report.
PERSONNEL
There was no employee drawing remuneration exceeding Rs.5,00,000/- p.m.
or Rs.60 00,000/- p.a. The Board of Directors wishes to express its
appreciation to all the employees of the Company, for their outstanding
contribution to the operation of the Company during the year.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of listing agreement with stock exchanges, a
separate section on corporate governance and certificate obtained from
auditors of the company regarding compliance with the conditions of
corporate governance are forming part of this annual report.
DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors of the
company confirms:
I. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
II. that the selected accounting policies were applied consistently
and the directors 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 March 31, 2011 and of the profit of the Company for
the year ended on that date;
III. that proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.
DEMATERIALISATION OF SHARES
The company has entered into agreements with NSDL and CDSL to enable
members to hold their shares in dematerialized form M/s. SHAREPRO
SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents
for the same. Members are requested to take benefit of this.
AUDITORS
You are requested. to re-appoint retiring Auditors M/s. M. R. Pandhi &
Associates, Chartered Accountants, Ahmedabad for the financial year
2011-2012
Auditor's remarks regarding internal audit system, the directors are
directly supervising major areas and are keeping day-to-day watch.
Therefore formal system is not there but informally there is a system.
Your directors will introduce formal system in due course of time
considering cost and other constraints. The loans and advances are all
recoverable and the company is in contacts with the parties.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with section 383A of the Companies Act, 1956, and
Companies (Compliance Certificate) Rules, 2001, the company has
obtained a certificate from secretary in whole-time practice, and a
copy of such. certificate is annexed to this report.
DEPOSITORIES
The company is registered with both National Securities Depositories
Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The
shareholders can take advantage of holding their scripts in
dematerialized mode.
ACKNOWLEDGEMENT
The Board takes the opportunity to thank for the continued support
received from Banks and government authorities. Your Directors also
acknowledge the support received by the Company from its suppliers of
goods & services, agents, dealers, shareholders and other agencies
associated with the Company.
BY Order of the Board
(Ashish D.Panchal)
Chairman & M.D.
Ahmedabad, June 22, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
for the financial year ended 31st March 2010.
PERFORMANCE OF THE COMPANY
Performance of your Company during the year is summarized as under:
(Amount Rupees in Lacs)
Particulars 2009-2010 2008-2009
Sales and Other Income 610.59 520.36
Profit before Depreciation
and Taxes 32.73 17.26
Less: Depreciation 10.18 10.00
Profit before tax 22.55 7.27
Provision for Taxation 6.99 2.4
Profit After Tax 15.56 4.8
Add:- Balance brought forward 34.66 29.85
Balance Available
for Appropriation 50.22 34.66
Appropriations
Transfer to General Reserve 1.55 -
Proposed Dividend 5.61 -
Dividend Distribution Tax 0.93 -
Balance Carried to Balance Sheet 42.13 34.66
DIVIDEND
In view of improved performance of the company, the Board of Directors
is pleased to recommend a dividend of 1.65 % i.e. Rs 0.165 per equity
share (Previous Year Nil) on 33, 97,500 equity shares of Rs.10 each for
the current financial year amounting to Rs. 5.61 lacs. With Dividend
Distribution Tax of Rs.0.93 lacs the total outflow on account of
dividend works out to Rs.6.54 lacs.
OPERATIONS
The total turnover of the Company for the year has increased by 17.35 %
as compared to previous year. Your directors are putting all their
efforts to further increase the sales. However, the net profit after
tax for the current year has increased to Rs. 15.56 lacs from Rs.4.81
lacs in 2008-09. This was possible due to increase in sales quantity,
reduction in prices of raw materials and effective cost control.
Your Directors are confident of achieving higher sales and
profitability during 2010-11.
DIRECTORS
Smt. Kantaben D. Panchal retires by rotation at the ensuing Annual
General Meeting and being eligible offers
herself for re-appointment.
DEPOSITS
Your Company has not accepted any deposit from public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING/OUTGO Information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is given in Annexure-A
annexed hereto which forms part of this Report.
PERSONNEL
There was no employee drawing remuneration exceeding Rs.2,00,000/- p.m.
or Rs.24 00,000/- p.a. The Board
of Directors wishes to express its appreciation to all the employees of
the Company for their outstanding contribution to the operation of the
Company during the year.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of listing agreement with stock exchanges, a
separate section on corporate governance and certificate obtained from
auditors of the company regarding compliance with the conditions of
corporate governance are forming part of this annual report.
DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the
company confirms:
I. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
II. that the selected accounting policies were applied consistently
and the directors 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 March 31, 2010 and of the profit of the Company for
the year ended on that date;
III. that proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concenvbasis.
DEMATERIALISATION OF SHARES
The company has entered into agreements with NSDL and CDSL to enable
members to hold their shares in dematerialized form M/s. SHAREPRO
SERVICES, MUMBAI have been appointed as Registrar and Transfer Agents
for the same. Members are requested to take benefit of this.
AUDITORS
You are requested to re-appoint retiring Auditors M/s. M. R. Pandhi &
Associates, Chartered Accountants,
Ahmedabad for the financial year 2010-2011
Auditors remarks regarding internal audit system, the directors are
directly supervising major areas and are keeping day-to-day watch.
Therefore formal system is not there but informally there is a system.
Your directors will introduce formal system in due course of time
considering cost and other constraints.
SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with section 383A of the Companies Act, 1956, and
Companies (Compliance Certificate) Rules, 2001, the company has
obtained a certificate from secretary in whole-time practice, and a
copy of such certificate is annexed to this report.
DEPOSITORIES
The company is registered with both National Securities Depositories
Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL). The
shareholders can take advantage of holding their scripts in
dematerialized mode.
ACKNOWLEDGEMENT
The Board takes the opportunity to thank for the continued support
received from Banks and government authorities. Your Directors also
acknowledge the support received by the Company from its suppliers of
goods & services, agents, dealers, shareholders and other agencies
associated with the Company.
BY Order of the Board
Ahmedabad, July 24, 2010 (Ashish D.Panchal)
Managing Director