Mar 31, 2015
DEAR MEMBERS
The Directors have pleasure in presenting Twenty Fourth Annual Report
for the financial year 2014-2015 along with Audited Balance Sheet and
the Statement of Profit and Loss Account for the year ended on 31st
March, 2015.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31st
March, 2015 is summarized below:
(Rs. In Lakhs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Income from operations 4328.01 5687.49
Profit before Finance
Cost & Depreciation 415.07 366.33
Finance Cost (281.73) (241.71)
Depreciation (78.03) (44.33)
Profit Before tax 55.31 80.29
Tax Expenses:
Current Tax - -
Deferred tax expense / (credit) 10.48 20.80
Prior Year Tax Adjustments (1.11) -
Profit for the year 45.94 59.49
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
RESERVES
There is no amount has been proposed to carry to Reserves.
PRODUCTS & BUSINESS
The Company's main business is of manufacturing adhesive tapes and
plastic ropes.
FUTURE OUTLOOK
The Company is proactively responding to the changing business
environment and is confident of sustaining its market share by
improving competitive position in the market. The overall business
outlook for the Company is promising with improvement in overall
economic environment. Efforts towards higher operational efficiencies
shall continue. The Company continues to examine the possibilities of
expansion and will make the necessary investments when attractive
opportunities arise.
The BOPP Adhesive Tapes are used for packaging. It is consumed daily in
large quantities by all industrial and commercial organizations. From
packing courier covers and bags to packing of pharmaceutical cartons,
everywhere, the self adhesive tapes are consumed. The consumption
increases in line with the improved standard of living and business
activity in the society. Therefore the consumption of this product is
bound to increase further.
EXPORTS
The Company has achieved an Export Turnover of Rs. 1245.79 Lacs
compared to previous years Rs. 1101.22 Lacs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the Profit of the Company
for the year ended on that date;
c) the Directors 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;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Shri. Kamal Arora and Shri. Jaspal Singh Bhasin resigned from the post
of Directors w.e.f. 12th August, 2015. The Board of Directors places on
record its appreciation for the valuable contribution made by Shri.
Kamal Arora and Shri. Jaspal Singh Bhasin during their tenure with the
Company.
Further, due to resignation of Shri. Kamal Arora none of the Directors
retires by rotation at the ensuing Annual General Meeting.
Smt. Mridu Arora and Shri. Nitin Rane were appointed as an Additional
Director of the Company w.e.f. 12th August, 2015. Pursuant to Section
161 of the Companies Act, 2013, Smt. Mridu Arora and Shri. Nitin Rane
holds office up to the date of ensuing Annual General Meeting of the
Company. The Company has received notice along with the requisite
deposit from the member of the Company for their appointment as
Director of the Company. The Board of Directors recommends their
appointment as the Director of the Company.
Further, in terms of Sections 149, 152 read with Schedule IV of the
Companies Act, 2013, the Board of Directors ("the Board") have reviewed
the declaration made by Shri. Nitin Rane that he meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013
and the Board is of opinion that he fulfill the conditions specified in
the Companies Act, 2013 and the rules made there under and is
independent of the management. The Board of Directors recommends his
appointment as an Independent Director for period of fve years, not
liable to retire by rotation.
The Company has also received declaration from Shri. Manish Nanda,
Independent Director of the Company confirming that he meets with the
criteria of independence as prescribed both under the Act and Clause 49
of the Listing Agreement with the Stock Exchanges.
Shri. Sandeep Arora, Managing Director of the Company was designated as
Whole-time Key Managerial Personnel of the Company w.e.f. 12th August,
2014.
Shri. Shivcharan Girker was appointed as Chief Financial Officer of the
Company and was designated as Whole-time Key Managerial Personnel of
the Company w.e.f. 12th August, 2014.
Shri. Amish Ashar was appointed as Company Secretary of the Company and
was designated as Whole-time Key Managerial Personnel of the Company
w.e.f. 10th March, 2015. However, Shri. Amish Ashar resigned from the
post of Company Secretary w.e.f. 6th June, 2015 the Board of Directors
places on record its appreciation for the valuable contribution made by
him during his tenure with the Company.
The Composition of the Board and KMP as on date is as under:
(1) Shri. Sandeep M. Arora - Managing Director (KMP)
(2) Smt. Mridu Arora - Non-executive Director
(3) Shri. Manish Nanda - Non-executive Independent Director
(4) Shri. Nitin Rane - Non-executive Independent Director
(5) Shri. Shivcharan Girker - Chief Financial Officer (KMP)
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company.
The following policies of the Company are put up on the website of the
Company
a) Policy for selection of Directors and determining Directors
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
MEETINGS OF THE BOARD
During the year under review, The Board of Directors duly met Seven
times on 29th May, 2014; 5th June, 2014; 28th July, 2014; 12th August,
2014; 22nd September, 2014; 12th November, 2014 and 12th February,2015.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act. The performance of the Board was evaluated by
the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness
of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive Directors and non- executive Directors. The same was
discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration),
2014 is furnished in Annexure I and is attached to this Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
AUDIT COMMITTEE
The Audit Committee comprises of Members namely of Shri. Jaspal Singh
Bhasin (Chairman), Shri. Manish Nanda and Shri. Sandeep Arora. All the
recommendations made by the Audit Committee were accepted by the Board.
However, The Board of Directors re-constituted the Audit Committee
after the resignation of Shri. Jaspal Singh Bhasin w.e.f. 12th August,
2015. The Audit Committee now comprises of Members namely Shri. Manish
Nanda (Chairman), Shri. Nitin Rane and Shri. Sandeep Arora.
AUDITORS
The terms of office of M/s. K S Sanghvi and Co., Chartered Accountant
as the Auditors of the Company will expire at the conclusion of the
ensuing Annual General Meeting of the Company. M/s. K S Sanghvi and Co.
expressed their unwillingness for re-appointment as Auditors of the
Company.
On the request of the Company M/s. Rohan Agrawal & Co, Chartered
Accountant, Mumbai consented to get appointed as the Statutory Auditor
of the Company at the ensuing Annual General Meeting. The Company has
also received a certificate from M/s. Rohan Agrawal & Co, Chartered
Accountant to the effect that their appointment, if made, would be
within the prescribed limits under Section 141 of the Companies Act,
2013. The members are requested to appoint M/s. Rohan Agrawal & Co,
Chartered Accountant in place of M/s. K S Sanghvi and Co and authorize
the Board to fx their remuneration.
Auditors Emphasis/Remarks/Observations in the Audit Report:
a) With regards to Emphasis of Matter in the Auditors Report your
Directors like to state as under:- The Company is in process of
identifying various opportunities to generate funds for growth and
expansions.
b) Point No. 9 f. iii. of the Auditors Report is self explanatory.
SECRETARIAL AUDITOR
The Board has appointed Shri. Prashant Diwan, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure II to this Report. As
regards the observations made in Secretarial Audit Report the Directors
state as under:- The Company has instructed its bankers to transfer the
fund to the Investor Education and Protection Fund Account. However,
the Bankers of the Company have not initiated the process of transfer
of the funds to the Investor Education and Protection Fund.
FIXED DEPOSITS
The Company has not accepted any Deposits from the Public during the
year.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not made any loans or advances or investments or
provided securities to other bodies corporate during the year. However,
the Company has given Corporate Guarantees of Rs. 4,90,00,000 to M/s.
Sonal Impex Ltd during the year which is within limit specified under
section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There was no contract or arrangements made with related parties as
defend under Section 188 of the Companies Act, 2013 during the year
under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company do not have any Subsidiary, Joint Venture and Associate
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure III to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of employees required to be furnished pursuant to
Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as Annexure IV to this Report. However, as
per the provisions of Section 136 of the Companies Act, 2013, the
Annual Report is being sent to all members of the Company.
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs. 60,00,000/- or more per
annum, if employed throughout the year, or Rs. 5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under sub-rules 2
and 3 of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance in line with the
Listing Agreement and Sonal adhesives Limited corporate governance
norms. The Company is in compliance with the provisions on corporate
governance specified in the Listing Agreement with the Bombay Stock
Exchange Limited same is given in the Annexure V which form part of the
Directors' Report.
A certificate of compliance from Mr. Prashant Diwan, Practicing Company
Secretary and the report on Corporate Governance form part of this
Directors' Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A brief note on Management Discussions and Analysis of the results for
the year under review is given in Annexure VI which forms part of the
Directors' Report.
CORPORATE RESPONSIBILITY STATEMENT (CSR)
Your Directors state that the provisions of Section 135 of the
Companies Act, 2013 regarding the provisions Corporate Social
Responsibility is not applicable to the Company as the Company is not
falling under the said parameters.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee. The Policy on vigil mechanism and
whistle blower policy may be accessed on the Company's website.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which this financial statements relate on the date of this report
except that the Account of the Company is declared Non Performing Asset
by State Bank of India.
2. The Company does not have any Risk Management Policy as the element
of risk threatening the Company's existence is very minimal.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
4. Your Directors further state that during the year under review,
there were no cases fled pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all employees of the
Company for their hard work, dedication and commitment and appreciate
the co-operation received from the Bankers and other Government
authorities during the year under review.
For and on behalf of the Board
Sandeep Arora
Place: Mumbai Chairman & Managing Director
Dated: 12th August, 2015 DIN: 00176939
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Twenty Third Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars Year Ended Year Ended
31st March, 2014 31st March, 2013
Income from operations 5687.49 5835.28
Profit before Interest &
Depreciation 315.76 249.00
Interest 191.14 153.23
Depreciation 44.33 27.99
Profit Before tax 80.29 67.78
Less:
Current Tax Nil 13.47
Deferred tax expense / (credit) 20.80 2.62
Profit for the year 59.49 51.69
OPERATIONS:
The total income of the Company for the year under review at Rs.
5687.49 lacs was lower by 2.53% to that of the previous year at Rs.
5835.28 lacs, on account of considerable sluggishness in the business.
However the operating profit i.e. Profit before Interest, Depreciation
and Tax has been registered at Rs. 315.79 Lacs as against Rs. 249.00
Lacs of the previous year i.e. growth of around 26.82% to that of
previous year. The net profit has been registered at Rs. 59.49 Lacs as
against Rs. 51.69 Lacs of the previous year.
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Smt. Kamal Mohanlal Arora,
Director is liable to retire by rotation and being eligible, offers
herself for re-appointment at the ensuing Annual General Meeting. Your
Board recommends her re-appointment.
The term of Shri. Sandeep M. Arora, Managing Director to be expired on
4th September, 2014. The Board of Directors, at its meeting held on 1st
June, 2014 and based on the recommendation of Remuneration Committee
Meeting held on even date has re-appointed Shri. Sandeep Arora as
Managing Director of the Company for a further period of 3 years w.e.f.
1st June, 2014 to 30th May, 2017.
Appointment of Shri. Jaspal Singh Bhasin and Shri Manish S. Nanda as
Independent Director pursuant to section 149 and 152 of the Companies
Act, 2013 are proposed to be made at the forthcoming Annual General
Meeting for a term of consecutive five years. Pursuant to Section 149
and 152 of the Companies Act, 2013, Independent Directors will not be
liable to retire by rotation.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
* 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.
* Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that year.
* Your 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.
* Your Directors have prepared the attached statement of Accounts for
the year ended March 31, 2014 on a going concern basis.
AUDITORS:
M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General meeting and are
eligible for re-appointment. The Company has received a certificate
from the Auditors to the effect that their appointment, if made, would
be within the prescribed limits under Section 141 of the Companies Act,
2013. The members are requested to appoint the Auditors and authorise
the Board to fix their remuneration.
COST AUDITORS:
The Cost Audit Report for the financial year 2012-13 which was required
to be filed with Ministry of Corporate Affairs within 180 days from the
close of the financial year was filed on 25.09.2013 vide SRN S22500441.
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, Mr. Satish
R Shah, Cost Accountants (Regn. No.6189) were re-appointed as Cost
Auditors to conduct audit of cost records all manufactured products of
the company for the financial year 2013-14.
The Cost Audit Report for the Financial year 2013-14 is due to be filed
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year (i.e. dated: 27.9.2014). Necessary action is
being taken to file the Report as required
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the
Listing Agreement and Sonal adhesives Limited corporate governance
norms. The Company is in compliance with the provisions on corporate
governance specified in the Listing Agreement with the Bombay Stock
Exchange Limited.
A certificate of compliance from Mr. Prashant Diwan, Practicing Company
Secretary and the report on Corporate Governance form part of this
Directors'' Report.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,000/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company''s management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated: 12/08/2014 Chairman & Managing Director
DIN No. 00176939
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting their Twenty Second Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Year Ended Year Ended
Particulars 31st March,
2013 31st March,
2012
Income from operations 5835.28 5024.17
Proft before Interest & Depreciation 249.00 210.12
Interest 153.23 106.49
Depreciation 27.99 25.35
Proft Before tax 67.78 78.28
Less: Current Tax 13.47 20.82
Deferred tax expense / (credit) 2.62 3.69
Profit for the year 51.69 53.77
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs. 5024.17 Lacs to Rs. 5835.28 Lacs. The
Operating Proft i.e. Proft before Interest, Depreciation and Tax has
been registered at Rs. 249.00 Lacs as against Rs. 210.12 Lacs of the
previous year. The net proft has been registered at Rs. 51.69 Lacs as
against Rs. 53.77 Lacs of the previous year.
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Smt. Kamal Mohanlal Arora,
Director is liable to retire by rotation and being eligible, offers
herself for re-appointment at the ensuing Annual General Meeting. Your
Board recommends her re-appointment.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
- 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.
- Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of the
Company for that year.
- Your Directors have taken proper and sufficient care or 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.
- Your Directors have prepared the attached statement of Accounts for
the year ended March 31, 2013 on a going concern basis.
AUDITORS:
M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General meeting and are
eligible for re-appointment. The Company has received a certificate from
the Auditors to the effect that their appointment, if made, would be
within the prescribed limits under Section 224(1B) of the Companies
Act, 1956. The members are requested to appoint the Auditors and
authorize the Board to fx their remuneration.
COST AUDITORS
Vide Notification No. 52/26/CAB-2010 dated 24.1.2012, the MCA,
Government of India has covered a number of industries under automatic
Cost Audit with effect from the financial year commencing on or after
1.4.2012. Our company is subject to Cost Audit in terms of above
referred Notifications for the various manufactured products from the
financial year 2012-13.
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, Mr. Satish
R. Shah, Cost Accountants (Regn. No. 6189) were appointed as Cost
Auditors to conduct audit of cost records of all the manufactured
products of the company for the financial year 2012-13.
The Cost Audit Report for the Financial year 2012-13 is due to be fled
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year (i.e. dated: 27.9.2013). Necessary action is being
taken to file the Report as required.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made there under.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are Annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,000/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company''s management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated: 26/08/2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their Twenty First Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars Year Ended 31st Year Ended 31st
March, 2012 March, 2011
Income from operations 5024.17 4128.26
Profit before Interest
& Depreciation 210.14 175.04
Interest 106.51 80.76
Depreciation 25.35 24.11
Profit Before tax 78.28 70.17
Less:
Current Tax 20.82 22.76
Deferred tax expense/(credit) 3.69 (0.62)
Profit for the year 53.77 48.03
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs. 4128.26 Lacs to Rs. 5024.17 Lacs. The
Operating Profit i.e. Profit before Interest, Depreciation and Tax has
been registered at Rs. 210.12 Lacs. The net profit has been registered
at Rs. 53.77 Lacs as against Rs. 48.03 Lacs of the previous year.
DIVIDEND:
Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face
value of Rs. 10/-) on the Equity Share Capital of the Company for the
year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
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.
Your Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that year.
Your Directors have taken proper and sufficient care or 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.
Your Directors have prepared the attached statement of Accounts for the
year ended March 31, 2012 on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri. Manish Surendrakumar
Nanda, Director is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting. Your Board recommends his re-appointment.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
for re-appointment. The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1B) of the Companies Act, 1956.
The members are requested to appoint the Auditors and authorise the
Board to fix their remuneration.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs. 60,00,000/- or more per
annum, if employed throughout the year, or Rs. 5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company's management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Sandeep Arora
Chairman & Managing Director
Place: Mumbai
Dated: 04/08/2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their Twentieth Annual Report
on tie biasness operations of the Company along with statement of
Audited Accounts for the year ended 31st March 2011.
(Rs. to Lakhs)
Particular Year Ended Year Ended
31st March, 2011 31st March, 2011
Income fen separations 4128.26 3299.10
Profit before Interest & Depreciation 175.03 131.23
-Interest '80.21 51.68
Depreciation 24.11 20.20
Profit Before tax 70.65 59.35
Less:
Provision for Tax 23.25 15.00
Provision for Deferred
Tax (Assets Written Back) 40.62) 3.16
Profit after Tax available
for Appropriation 48.02 41.19
Appropriation
Proposal (dividend) 30.31 30.31
Dividend distribution tax thereon 4.91 5.15
Surplus Carmed to Glance Sheet 12.8O 5.73
48.02 41.19
Operations -.
During the year under review, the income from operations of the
Company bas been increased from Rs.3299.10 Lacs to Rs.4128.26 Lacs.
The Operating Profit i.e. Profit before Interest, Depreciation and Tax
has been registered at Rs.175.03 Lacs. The net profit bas been
registered at Rs.48.02 Lacs as against Rs.41.19 :Lacs ;of the previous
year.
DIVIDEND
Your Director recommend Dividend of 5% {Rs. 0.50 ;per share on
face value of Rs.10/-) on The Equity Share Capital of the Company for
the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217*(2AA) of the Companies Act, 1956, your
'Directors confirm the following
In She preparation of the annual accounts, the applicable accounting
standards have been followed and test ire mistral departures base
been made from the same.
Your Directors have selected such accounting policies and applied them
made judgments and estimated that are reasonable and present so as to give
a there and fair view of the state of affairs of the state of affairs of
the Company at the end of the financial year and of the profit of the company
for that year
Your Director 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.
Your Directors have prepared the attached statement of Accounts for the year
ended March 31, 2011 on a going concern basis.
DIRECTORS.
The Board; of Directors has appointed Mr. Sandeep Arora as the Managing
Director of the Company for a period of 3 years w.e.f. Q5/09/2QT.1. He
will not draw any remuneration.
In accordance with. the provisions of the Companies Act, 1956 and:
the Articles of Association: of the Company, Shri. JaspaJi Sing*
Bnasin,, Director is liable to retire by rotation and being; eligible,
after himself for re- appointment at the ensuing Annual General
Meeting. Your Board recommends his re-appointment. : Mr. Manishi Nanda
and Smt Kamali Arora was appointed as an Additional Director of the
Company pursuant to sections 26î after Companies Act, 1956: w;ef,
O1.09-2010 and: 13.1 2:2010 respectively. They holds office up to the
date of. ensuing Arwruai General. Meeting of the Company. The Company
has received notice from the members of the Company for their
appointment as director of the Company. Your Beard recommends their
appointment as a Director of the Company.
Mr. Surinder Pat Singh resigned from the Board of Directors w.e.f.
01.09.2010. Mr. Mohanlal Arora, Chairman and' Managing Detector* of the
Company passed on 13.12.2010, The Board of Directors placed on
record their appreciation for the valuable contribution made by
them during their tenures with the Company,
Information! on the above Directors sought to be appointment/
re-appointments annexed to the Notice calling the Annual
General Meeting pursuant to the requirement of Clause 49 of the Listing
Agreement.
Your Directors recommend the appointment/re-appointment of the above
Directors accordingly.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
far re-appointment The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1 B) of the Companies; Act,.
H95î. The members are requested to appoint the Auditors and authorise
the Beard to fix their remuneration;..
FIXED DEPOSEFS:
During: the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
196é and rules made there under.
CORPORATE GOVERNANCE
A Report on corporate Governance along with a certificate from the Auditors
of the Company regarding compliance of the requirement of Corporate
Governance, as also a Management Discussion and Analysis Report
pursuant to Clause 49 of the Listing Agreement with the Stock Exchange
are annexed hereto.
Particulars as per sections 217 (2A) OF COMPANIES ACT, 1956
During the year under review; none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,OOO/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or mare per
month, in case employed far part of the year Hence, there are no
particulars to be annexed to this report as required under Section
217(2A), of the Companies Act, 1956 and' the rules made there under:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUT GO
Particulars as required under Section- 217 (1) (e) of the Companies
Act, 1956 read with; the Companies : (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988 are given in the Annexure
to this report.
Acknowledgments:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company's management. The Directors also
convey their appreciation to the employees at all levee far their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated 05/09/2011- Chairman &
Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their Nineteenth Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March 2010.
Particulars ( Rs. In Lacs )
Year Ended Year Ended
31st March 2010 31st March 2009
Income from operations 3299.10 3010.82
Profit before Interest & Depreciation 131.23 138.06
Interest 51.68 61.93
Depreciation 20.20 24.23
Profit Before tax 59.35 51.90
Less:
Provision for Tax 15.00 20.25
Provision for Deferred Tax Liability 3.17 (3.04)
Provision for Fringe Benefit Tax - 1.00
Profit after Tax available for Appropriation 41.19 33.69
Appropriation
Proposed dividend 30.31 -
Dividend distribution tax thereon 5.15 -
Surplus Carried to Balance Sheet 5.73 33.69
41.19 33.69
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs.3010.82 Lacs to Rs.3299.10 Lacs. The
Operating Profit i.e. Profit before Interest, Depreciation and Tax has
been registered at Rs. 131.23 Lacs. The net profit has been registered
at Rs. 41.19 Lacs as against Rs. 33.69 Lacs of the previous year.
DIVIDEND:
Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face
value of Rs.10/-) on the Equity Share Capital of the Company for the
year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
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.
Your Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that year.
Your Directors have taken proper and sufficient care or 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.
Your Directors have prepared the attached statement of Accounts for the
year ended March 31, 2010 on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri. S. P. S. Narula, Director
is liable to retire by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting. Your Board
recommends his re-appointment.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
for re-appointment. The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1 B) of the Companies Act,
1956. The members are requested to appoint the Auditors and authorise
the Board to fix their remuneration.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.24,00,000/- or more per
annum, if employed throughout the year, or Rs.2,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Companys management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Mohan Lai Arora
Dated: 23rd August 2010 Chairman and Managing Director
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