Mar 31, 2016
TO THE MEMBERS OF WEIZMANN LIMITED
The Directors are pleased to present this Twenty Ninth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2016.
1. FINANCIAL RESULTS (Rs.in Lakh)
2015-16 |
2014-2015 |
|
Total Income including exceptional items |
5706.99 |
5157.11 |
Profit Before Depreciation |
525.73 |
368.11 |
Less : Depreciation |
93.34 |
116.25 |
Profit Before Tax |
432.39 |
295.54 |
Add: Exceptional Items |
- |
(43.68) |
Less : Income Tax |
108.55 |
135.16 |
Less : Deferred Tax |
19.59 |
2.81 |
Profit After Tax |
304.25 |
157.57 |
Appropriation : Interim Dividend on Equity shares @5% declared |
86.36 |
86.36 |
and paid for the Financial Year 2015-2016 Dividend Tax |
17.58 |
17.58 |
2. DIVIDEND AND RESERVES
Your Directors had declared an Interim Dividend of 5% i.e. ''0.50 per Equity Share in its Board meeting held on March 11, 2016 and had confirmed the Interim Dividend declared as Final Dividend for the financial year ended March 31, 2016 (Previous year: 5% i.e.. ''0.50 per equity share). The Interim Dividend, together with the tax on distributed profit, had absorbed a sum of ''103.94 lakh.
No amount was transferred to General Reserve during the year under review
3. PERFORMANCE OF THE COMPANY
During the year total income of the company was ''57.50 crore as against ''51.57 crore in the previous year i.e. an increase of about 11.49%. The PBT stood at ''432.39 lakh against ''295.54 lakh in the previous year and PAT at ''304.25 against ''157.57 lakh in the previous year.
As in the previous year the company''s focus continues to be on job work and local sales as against exports. During 2015-16 the job work activities contributed to almost 82% of the turnover as against 78% in the previous year.
4. SUBSIDIARY ASSOCIATES / JOINT VENTURE COMPANIES
The Company does not have any Subsidiary and Joint Venture Company.
Windia Infrastructure Finance Ltd is the only Associate Company.
5. DIRECTORS AND KEY MANAGEMENT PERSONNEL
The tenure of appointment of Mr.Chetan D.Mehra as Managing Director of the Company expired on 31.03.2016. Mr.Chetan D.Mehra continues to be a Director of the Company.
The Board of Directors of the Company at their meeting held on 09.02.2016 appointed Mr.Neelkamal V.Siraj as Vice Chairman of the Company and appointed him as Managing Director of the Company at their meeting held on 11.04.2016 with effect from 11th April, 2016 for a period of 3 years and the terms of appointment of Mr.Neelkamal V. Siraj is given in the Explanatory Statement attached to the notice convening the 29th Annual General Meeting. During the year no directors have resigned from the Board.
The Board of Directors had held 5 meetings of the Board during financial year 2015-2016.
Mr. Navneet K Pandya is the Chief Financial Officer (CFO) of the Company and Mr. S. Srinivasan is the Company Secretary of the Company.
6. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee of the Board continuously evaluate the performance of the Board and provide feedback to the Chairman of the Board. The independent directors had a separate meeting, without the presence of any non independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and Independent Directors without participation of the relevant director.
7. FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS
The company as required under Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has made arrangement to provide suitable training to independent directors, to familiarize them with the operations of the company, their roles, rights, responsibilities as Directors of the company considering the nature of the industry in which the company operates, business model of the company, etc. The above aspect can be accessed by web link http://www.weizmann.co.in/fid.html.
During F.Y. 2015-16 no new Independent Directors have been appointed by the Company.
8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013
An extract of Annual Return as at 31.03.2016 pursuant to Section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.
9. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:
i) that in the preparation of the annual accounts, the applicable accounting standards had 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 th profit / loss of the Company for that period ;
iii) that the Directors had 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; and
iv) that the Directors had prepared the annual accounts on a going concern basis.
v) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively ;
10. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013
The Board confirms the receipt of statement of declaration from Independent Directors as called for u/s.149(7) of the Companies Act, 2013.
11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees ; Formulating criteria for evaluation of independent directors and the Board; Devising policy on Board diversity ; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
Appointment and Remuneration of Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors to satisfy conditions u/s.149(7) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.
The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company is based on their requisite qualifications, skills, experience and knowledge in the relevant fields.
Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company''s business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes, etc.
The remuneration policy as above is also available in the website of the company - www.weizmann.co.in
12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There are no employees drawing remuneration drawing stipulated under Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014 and therefore the disclosure is not applicable to Company.
In terms of Section 197(12), the information in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is complied.
13. DISCLOSURE OF PARTICULARS
Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the Report on the matters of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure II forming part of this report.
14. FIXED DEPOSITS
a. Accepted during the year is NIL
b. remained unpaid or unclaimed at the end of the year is ''30,000/c. there is no default in repayment of deposits or payment of interest thereon during the year.
d. there are no deposits which are not in compliance with the requirement of Chapter V of the Act.
e. No significant and material orders passed by the regulators or courts or tribunals updating the going concern status and Company''s operation in future.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013
No New Loan /Investment /Guarantee was given in terms of Section 186 of the Companies Act, 2013 during the period under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
The transactions with the Related Parties are at arm''s length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014.
17. POLICY ON RELATED PARTY TRANSACTIONS
The Company has framed a policy on related party transactions and the same has been hosted on its website www.weizmann..co.in. The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act, 2013 and Regulation 23 of SEBI (Listing Regulations and Disclosure Requirement) Regulations 2015 and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.
18. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THECOMPANY
The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The company has also constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the company''s website: www.weizmann.co.in
19. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY The statutory requirement of complying with Corporate Social Responsibility of the Companies Act, 2013 is not applicable to the company during F.Y 2015-16.
20. ESTABLISHMENT OF VIGIL MECHANISM
The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the company is hosted on the company''s website www.weizmann.co.in
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 REPORT
There are no material changes and commitments affecting the financial position of the company during the financial year from 1st April, 2015 to 31st March, 2016.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS
The company has an internal control system commensurate with the size, scale and nature of its operation. The internal controls ensure that all its assets are properly safeguarded and protected against loss from unauthorized use or disposal, all transactions are authorized, recorded and reported correctly. The company has also an internal audit system for periodical audit of the internal control systems of the company.
24. ISSUE OF NEW EQUITY SHARES DURING THE YEAR
The company has not issued any new equity shares during the year.
25. AUDITORS
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company were appointed as joint auditors for a period of 3 years at the 27th Annual General Meeting of the Company held on11th September, 2014 and who retire as Auditors at the forthcoming Annual General Meeting and have given their written confirmation for re-appointment, if made at the ensuing Annual General Meeting. The members are required to ratify the appointment of Auditors from the ensuing Annual General Meeting till next Annual General Meeting and fix their remuneration.
26. SECRETARIAL AUDIT
Pursuant to requirement of Section 204 of the Companies Act, 2013, the company had appointed Shri Martinho Ferraro -Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2015-16 and whose report of 11/05/2016 is attached as Annexure III. There are no adverse observation made by Auditors.
27. AUDITORSâ REPORT
The observations of the Auditors in their report, read with notes annexed to the accounts, are self-explanatory.
28. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as Regulation 4(2) read with Chapter IV of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is annexed as Annexure V forming part of this report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,PROHIBIITION AND REDRESSAL) Act, 2013.
âThe Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received.
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.
For and on behalf of the Board
Place : Mumbai D. G. SIRAJ
Date : 25th May, 2016 CHAIRMAN
DIN : 00025543
Mar 31, 2015
Dear Members,
The Directors are pleased to present this Twenty Eighth Annual Report
and the Audited Statement of Accounts for the year ended March 31,
2015.
1. FINANCIAL RESULTS
(Rs. in lakh)
Particulars 2014-2015 2013-2014
Total Income including exceptional items 5157.11 4829.37
Profit Before Depreciation 368.11 347.58
Less : Depreciation 116.25 94.16
Profit Before Tax 295.54 253.42
Add: Exceptional Items (43.68) --
Less : Income Tax 135.16 105.02
Less : Deferred Tax 2.81 12.32
Profit After Tax 157.57 136.08
Director's Recommendation for Appropriation :
Proposed Dividend on Equity Shares @ 5%
(2013- 2014: 5%) 86.36 86.36
Dividend Tax 17.58 14.68
2. DIVIDEND AND RESERVES
Your Directors have recommended a dividend at @ 5% (Re.0.50 per share )
on equity shares The dividend, together with the tax on distributed
profit, will absorb a sum of Rs.103.94 lakh. During the year an amount
of Rs.301.00 lakh has been transferred to General Reserve from the
Profits of the Company.
3. PERFORMANCE OF THE COMPANY
During the year total income of the company was Rs.51.57 crore as
against Rs.48.29 crore in the previous year i.e. an increase of about
6.8%. The PBT stood at Rs.295.54 lakh against Rs.253.43 lakh in the
previous year and PAT at Rs.157.57 lakh against Rs.136.08 lakh in the
previous year.
As in the previous year the company's focus continues to be on job work
and local sales as against exports. During 2014-15 the job work
activities contributed to almost 78% of the turnover as against 75% in
the previous year.
4. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES
In accordance with Section 136 of the Companies Act, 2013 read with
Rule 10 of The Companies (Accounts) Rules, 2014, a company may forward
statement of accounts containing the salient features in the prescribed
form and simultaneously ensure that copies of the financial statements
including consolidated financial statements along with Auditors Report,
Directors Report and other documents that is required to be attached of
annexed with the financial statements are made available for inspection
at the registered office of the company, during working hours for a
minimum period of 21 days prior to the meeting of the shareholders.
Accordingly Accounts in the Form as per prescribed Form AOC-3 of the
subject rules are being forwarded to all the members of the company
with complete set of financial statements available at the registered
office of the company for inspection as above. Also salient features in
the financial statement of subsidiaries, associate companies, joint
ventures compiled in Form AOC-1 of the subject Rules are attached to
the financial statements.
The statement pursuant to Section 129 of the Companies Act, 2013
containing the details of the Company's subsidiaries as at 31st March,
2015, is attached to the Annual Accounts.
Weizmann International Limited ceased to be subsidiary of the company
from 9.06.2014 and Knitwear Industries Limited ceased to be subsidiary
of the company from 21.06.2014.
5. DIRECTORS AND KEY MANAGEMENT PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company the Director Shri Vinesh N.
Davda retires by rotation and, being eligible have offered for
re-appointment. Mr. Vinesh N. Davda is spouse of Smt.Smita V.Davda who
was appointed as Additional Director of the Company during 2014-2015.
The company had appointed Mr. Ganesh N.Kamath and Mr. Balady Shekar
Shetty as Additional Directors on 31.12.2014 and Smt. Smita V Davda as
Additional Director on 20.03.2015. Smt. Smita V Davda being spouse of
Mr. Vinesh V Davda, both would be considered as Non-Independent
Director as per Section 149(6) of the Companies Act, 2013. Since the
tenure of Additional Director as per Section 161 of Companies Act, 2013
is up to the ensuing Annual General Meeting, the appointment of Mr.
Ganesh N. Kamath, Mr. Balady Shekar Shetty and Mrs. Smita V Davda as
Director is being proposed at the Notice convening the Annual General
Meeting and accordingly a Resolution has been included in the Notice
convening the Annual General Meeting.
During the year no directors have resigned from the Board.
The Board of Directors had held 7 meetings of the Board during
financial year 2014-2015.
Mr. Navneet K Pandya was appointed as Chief Financial Officer (CFO) of
the Company by the Board during the year.
6. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN
MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee of the Board continuously
evaluate the performance of the Board and provide feedback to the
Chairman of the Board. The independent directors had a separate
meeting, without the presence of any non independent directors and
management and considered and evaluated the Board's performance,
performance of the Chairman and other non independent directors and
shared their views with the Chairman. The Board had also separately
evaluated the performance of the Committees and independent directors
without participation of the relevant director.
7. FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS
The company as required under Schedule IV of the Companies Act, 2014
and Clause 49 Guidelines on Corporate Governance issued by SEBI has
made arrangement to provide suitable training to independent directors,
to familiarize them with the company, their roles, rights,
responsibilities in the company considering the nature of the industry
in which the company operates, business model of the company, etc.
During F.Y. 2014-15 Shri Ganesh N. Kamath and Shri B.S. Shetty were
appointed as independent directors by the company.
8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT,
2013
An extract of Annual Return as at 31.03.2015 pursuant to Section 92(3)
of the Companies Act, 2013 and forming part of this Report is attached
as Annexure I to this Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act, 2013, your Directors
confirm:
i) that in the preparation of the annual accounts, the applicable
accounting standards had 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 at the end of the financial year and of the
loss of the Company for that period ;
iii) that the Directors had 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; and
iv) that the Directors had prepared the annual accounts on a going
concern basis.
v) that the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively ;
10. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF THE COMPANIES ACT, 2013
The Board confirms the receipt of statement of declaration from
Independent Directors as called for u/s.149(6) of the Companies Act,
2013.
11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The company has constituted a Nomination and Remuneration Committee
with the responsibilities of formulating the criteria for determining
qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for the
directors, Key Managerial Personnel and other employees ; Formulating
criteria for evaluation of independent directors and the Board;
Devising policy on Board diversity ; Identifying persons who are
qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to
the Board their appointment and removal.
Appointment and Remuneration of Managing Director is subject to
approval by members in General Meeting and shall be in accordance with
Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the
Act. Appointment of Independent Directors to satisfy conditions
u/s.149(6) of the Companies Act, 2013. The Independent Directors shall
be governed by Code of Conduct detailed in Schedule IV of the Companies
Act, 2013.
The personnel selected as Board Member or Key Management Personnel or
other senior personnel of the company is based on their requisite
qualifications, skills, experience and knowledge in the relevant
fields.
Remuneration policy of the Company includes fixation of remuneration
and annual increments based on performance, knowledge, position, target
achievement, company's business plans, market environment and the
remuneration is segregated into monthly fixed payments, annual
payments, contribution to social and retirement benefits, reimbursement
of expenses incurred for discharge of official duties, annual bonus,
welfare schemes like insurance on health for self and family, accident
benefits, tying up with agencies for managing retirement benefits like
gratuity, pension schemes, etc.
The remuneration policy as above is also available in the website of
the company - www.weizmann.co.in
12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER
SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There are no employees drawing remuneration of Rs. 60 Lac p.a. or Rs.
5 Lac part thereof and therefore the disclosure in terms of Rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel) is
not applicable to the company. In terms of provisions to Section
197(12) the information in terms of Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is complied.
Having regard to Section 136(1) of the Act, and as advised, the Annual
Report excluding the aforesaid information is being sent to the members
of the Company. The said information is available for inspection at the
registered office of the Company during working hours and any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.
13. DISCLOSURE OF PARTICULARS
Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014 the Report on the matters of
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are given in Annexure II forming part of this
report.
14. FIXED DEPOSITS
a. Accepted during the year is NIL
b. remained unpaid or unclaimed at the end of the year NIL
c. there is no default in repayment of deposits or payment of interest
thereon during the year.
d. there are no deposits which are not in compliance with the
requirement of Chapter V of the Act.
e. No significant and material orders passed by the regulators or
courts of tribunals updating the going concern status and Company's
operation in future.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE
COMPANIES ACT, 2013
Details of loans
Name of the Amount of loan Rate of Amount
entity given during the interest outstanding
year (Rs. In Lakh) as at 31.03.15
(Rs. In Lakh)
Tapi Energy 762.01 10% p.a. 2268.40
Projects Ltd.
Details of investments
Name of the entity Amount of investment in Amount of Investment
Equity Shares of the in Equity Shares of the
Investee Company during company as at
the year(Rs. In Lakh) 31.03.15
HDFC Mutual Fund 113.80 --
Details of Guarantees given
The company has not given any guarantee during the year.
Contracts or arrangement with related parties under Section 188 Loans
to Associate
Name of the Entity Loan Given Loan Taken Rate of
(Rs. In Lakh) (Rs. In Lakh) Interest
Windia Infrastructure 93.62 28.11 10% p.a.
Finance Ltd.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
The transactions with the Related Parties are at arm's length basis and
these transactions are not of material in nature as per Section 188 of
the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of
Board and its Powers) Rules, 2014.
17. POLICY ON RELATED PARTY TRANSACTIONS
The Company has framed a policy on related party transactions and the
same has been hosted on its website www.weizmann.co.in The policy
includes the specific category of policies requiring prior approval of
the Audit Committee, the Board of Directors, Special Resolution by
members at General Meeting, determining the materiality of the related
party contract both under Companies Act and Clause 49 of the Listing
Agreement, and also the procedures to be followed in complying with the
statutory provisions in respect of related party transaction, if any.
18. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY FOR THE COMPANY
The Company has framed its Risk Management Policy detailing the
identification of elements of risks, monitoring and mitigation of the
risks. The company is also constituted a Risk Management Committee for
the above purpose. The company has laid down detailed process in
planning, decision making, organizing and controlling. The Risk
Management Policy has been hosted on the company's website
www.weizmann.co.in
19. CORPORATE SOCIAL RESPONSIBILITY OF THE COMPANY
The statutory requirement of complying with Corporate Social
Responsibility of the Companies Act, 2013 is not applicable to the
company during F.Y. 2014-15.
20. ESTABLISHMENT OF VIGIL MECHANISM
The company has in place a vigil mechanism pursuant to which a Whistle
Blower Policy is also in vogue. The whistle blower policy covering all
employees and directors of the company is hosted on the company's
website www.weizmann.co.in
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 REPORT
There are no material changes and commitments affecting the financial
position of the company during the financial year from 1st April, 2014
to 31st March, 2015.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
No significant or material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT TO
THE FINANCIAL STATEMENTS
The company has an internal control system commensurate with the size,
scale and nature of its operation. The internal controls ensure that
all its assets are properly safeguarded and protected against loss from
unauthorized use or disposal, all transactions are authorized, recorded
and reported correctly. The company
has also an internal audit system for periodical audit of the internal
control systems of the company.
24. ISSUE OF NEW EQUITY SHARES DURING THE YEAR
The company has not issued any new equity shares during the year.
25. AUDITORS
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C.
Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company
were appointed as joint auditors for a period of 3 years at the 27th
Annual General Meeting of the Company held on11th September, 2014 and
who retire as Auditors at the forthcoming Annual General Meeting and
have given their written confirmation for re-appointment, if made at
the ensuing Annual General Meeting. The members will be required to re-
appoint Auditors from the ensuing Annual General Meeting till next
Annual General Meeting and fix their remuneration.
26. SECRETARIAL AUDIT
Pursuant to requirement of Section 204 of the Companies Act, 2013, the
company had appointed Shri Martino Ferraro - Practicing Company
Secretary (COP 5676) as Secretarial Auditor for financial year 2014-15
and whose report of 18.05.2015 is attached as Annexure III. There are
no adverse observation made by Auditors.
27. AUDITORS' REPORT
The observations of the Auditors in their report, read with notes
annexed to the accounts, are self-explanatory.
28. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as per
the Clause 49 of the Listing Agreement. A report on Corporate
Governance forms part of this report as Annexure IV. A certificate from
the Statutory Auditors of the Company confirming compliance of the
Corporate Governance is appended to the Report on Corporate Governance.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is annexed as Annexure V forming
part of this report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION,PROHIBIITION AND REDRESSAL) Act, 2013.
"The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year no
complaints have been received.
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation for the assistance
and co-operation received from Government Authorities, Bankers, Lending
Institutions, Suppliers and Customers during the year under review.
Your Directors place on record their appreciation for the committed
services of the executives and staff of the Company.
For and on behalf of the Board
Place : Mumbai D G Siraj
Date : 28th May, 2015 Chairman
Mar 31, 2014
Dear members,
The Directors are pleased to present this Twenty Seventh Annual Report
and the Audited Statement of Accounts for the year ended March 31,
2014.
1. FINANCIAL RESULTS
(Rs. in Lakh)
2013-14 2012-2013
Total Income including exceptional items 4829.37 4918.94
Profit Before Depreciation 347.58 302.67
Less : Depreciation 94.16 82.38
Profit Before Tax 253.42 220.29
Less : Income Tax 105.02 16.19
Less : Deferred Tax 12.32 30.01
Profit After Tax 136.08 174.09
Add : Balance brought forward from
previous year 3490.51 3416.78
Balance Available for appropriation 3626.63 3590.87
Director''s Recommendation for Appropriation :
Proposed Dividend on Equity Shares @ 5% 86.36 86.36
(2013 - 2014: 5 %)
Dividend Tax 14.68 14.01
Surplus Carried to Balance Sheet 3525.60 3490.50
2. DIVIDEND
Your Directors have recommended a dividend at @ 5% (Re. 0.50 per share)
on equity shares The dividend, together with the tax on distributed
profit, will absorb a sum of Rs.101.04 Lakh.
3. PERFORMANCE
During the year the total income of the Company was Rs.4829.37 Lakhs as
compared to Rs.4918.94 Lakh in the previous year. The Profit before
depreciation achieved was Rs.347.58 Lakh (previous year - Rs.302.67
Lakh). The Profit after Tax registered was Rs.136.08 Lakh (Previous
year Rs.174.09 Lakh).
4. SUBSIDIARY COMPANIES
In accordance with the Circular No. 5/12/2007-CL-III dated 8th
February, 2011 issued by the Ministry of Corporate Affairs, Government
of India has granted general exemption from attaching the Balance
Sheet, Statement of Profit and Loss Account and other documents of the
subsidiary companies with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
office of the Company and that of the respective subsidiary companies.
The Consolidated Financial statements presented by the company include
the financial results of its subsidiary companies.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the details of the Company''s subsidiaries as at 31st March,
2014, is attached to the Annual Accounts.
5. DIRECTORS.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. H. V. Siraj retires by
rotation and being eligible has offered himself for reappointment.
Further in terms of the Section 149 of the Companies Act, 2013 the
Independent Directors can hold office for a consecutive term of five
years and can be reappointed for another consecutive term of five years
on passing a special resolution by the Company. The Independent
Directors of the Company viz. Shri V P Kamath and Shri Vinesh N Davda
were appointed by the members in earlier Annual General Meetings
without specifically stipulating the tenure of such appointments as per
the Companies Act, 1956. As per the Companies Act, 2013 the Independent
Directors are not liable to retire by rotation. Therefore the
Independent Directors of the Company viz. Shri V P Kamath and Shri
Vinesh N Davda are proposed to be appointed as Independent Directors
for a tenure of five years in the ensuing Annual General Meeting.
Mr. H.V.Siraj is the brother of Mr.N.V.Siraj who is the Director of the
Company
6. AUDIT COMMITTEE
Mr.Vishnu P.Kamath, Independent Director was appointed as Chairman and
Mr.Vinesh N.Davda, Independent Director, as member of the Committee and
Mr.Dharmendra G.Siraj as member of the Committee.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March, 2014 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement 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,2014 and of the profit 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 Companies Act, 1956 for safeguarding the assets of the
Company for preventing and detecting fraud and other irregularities;
and
iv) that the Directors have prepared the annual accounts on a going
concern basis.
8. PARTICULARS OF THE EMPLOYEES
The Company does not have any employee whose particulars are required
to be given under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended up to date.
9. DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 relating to conservation of
energy, research & development, technology absorption, foreign exchange
earnings and outgo are given in Annexure ''I'' forming part of this
report.
10. FIXED DEPOSITS
The outstanding amount of fixed deposits placed with the Company
amounted to Rs.230.24 Lakh (Previous year Rs.285.39Lakh). There were 2
deposits amounting to Rs. 2.00 Lakhs which remained unclaimed as at the
end of the year.
11. AUDITORS
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C.
Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company
retire as Auditors at the forthcoming Annual General Meeting and have
given their consent for re-appointment for 3 years from the date of
this Annual General Meeting. The members will be required to appoint
Auditors for the next three years and fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written confirmation from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made at the ensuing Annual General Meeting will be
within the limits specified in Section 224(1B) of the Companies Act,
1956.
12. AUDITORS'' REPORT
The observations of the Auditors in their report, read with notes
annexed to the accounts, are self-explanatory.
13. COST AUDITORS
As per the requirements of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the audit of the cost accounts
of Textile Industry are required to be audited from financial year
beginning April, 2014 . Bhanwarlal Gurjar & Co.,
Cost Accountants having registration no.22597 have been appointed as
Cost Auditor for auditing the company''s cost accounting records
maintained as per Cost Accounting Records Rules, 2011, relating to
Textile Industry for Financial year 2014-15, Rules under Companies Act,
2013 is awaited in the matter of Companies required to get their Cost
Accounting Records audited.
14. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as per
the Clause 49 of the Listing Agreement except appointment of an
independent Director which is in process. A report on Corporate
Governance is annexed as Annexure ''II'' forming part of this report
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is annexed as Annexure ''III'' forming
part of this report.
16. ACKNOWLEDGEMENT
Your Directors express their appreciation for the assistance and
co-operation received from Government Authorities, Bankers, Lending
Institutions, Suppliers and Customers during the year under review.
Your Directors place on record their appreciation for the committed
services of the executives and staff of the Company.
For and on behalf of the Board
D. G. SIRAJ
VICE-CHAIRMAN
Place : Mumbai
Date : 27/05/2014
Mar 31, 2012
TO THE MEMBERS OF WEIZMANN LIMITED
The Directors are pleased to present this Twenty Fifth Annual Report
and the Audited Statement of Accounts for the year ended March 31,
2012.
1. FINANCIAL RESULTS
(Rs. in lakh)
Particulars 2011-2012 2010-2011
Total Income including exceptional items 4583.38 3071.19
Profit Before Depreciation 428.93 351.98
Less : Depreciation 100.09 89.04
Profit Before Tax 328.84 262.94
Less : Income Tax 81.22 168.26
Less : Deferred Tax 13.20 (22.42)
Profit After Tax 234.42 117.10
Add : Balance brought forward
from previous year 3282.75 3265.91
Balance Available for appropriation 3517.14 3383.01
Director's Recommendation for Appropriation :
Proposed Dividend on Equity Shares
@ 5 % (2010 - 2011: 5 %) 86.36 86.36
Dividend Tax 14.01 13.90
Surplus Carried to Balance Sheet 3416.77 3282.75
3517.14 3383.01
2. DIVIDEND
Your Directors have recommended a dividend @ 5 % (Re.0.50 per share) on
equity shares. The dividend, together with the tax on distributed
profit, will absorb a sum of Rs.100.26 Lakh.
3. PERFORMANCE
During the year the Total Income of the Company was Rs. 4583.38 Lakh as
compared to Rs. 3071.21 Lakh in the previous year. The Profit before
depreciation achieved was Rs. 428.93 Lakh (Previous year - Rs. 351.98
Lakh). The Profit after Tax registered was Rs. 234.42 Lakh (Previous
year Rs. 117.10 Lakh). The current year financials are not comparable
with previous year, as figures of previous year include financials of
entities merged with your Company.
4. SUBSIDIARY COMPANIES
The Statement pursuant to Section 212 of the Companies Act, 1956
contain details of the Company's subsidiaries as at 31st March, 2012.
The Consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21
prescribed under Companies (Accounting Standards) Rules form part of
the Annual Report and Accounts.
Annual Accounts of Subsidiary Company Weizmann International Ltd forms
part of this Report.
The financials of overseas subsidiary company Knitwear Industries
Limited, Malawi, in which the company is holding 55% equity stake has
not been consolidated in the financials of the company as at 31st March
2012 on account of the fact that presently the country in which the
subsidiary operates is under severe long term restrictions which could
lead to delay in receipt of
remittances from the subsidiary company. There has also been certain
political unrest on and off leading to spate of robberies across the
country. The factory of the subsidiary company was also burgled on the
night of 30th July 2012 all computer systems in which production and
financial data were available together with certain raw materials were
taken away. In view of this situation prevalent, the financials of the
subsidiary for the year 2011-12 has not been consolidated with that of
the company.
5. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Neelkamal V. Siraj retires
by rotation and, being eligible has offered himself for re-
appointment.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit 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 Companies Act, 1956 for safeguarding the assets of the
Company for preventing and detecting fraud and other irregularities;
and
iv) that the Directors have prepared the annual accounts on a going
concern basis.
7. PARTICULARS OF THE EMPLOYEES
The Company does not have any employee whose particulars are required
to be given under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended up to date.
8. DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 relating to conservation of
energy, research & development, technology absorption, foreign exchange
earnings and outgo are given in Annexure 'I' forming part of this
report.
9. FIXED DEPOSITS
The outstanding amount of fixed deposits placed with the Company
amounted to Rs.285.66 Lakh (Previous year Rs.320.71 Lakh). There were 9
deposits amounting to Rs.4.21 Lakh which remained unclaimed as at the
end of the year.
10. AUDITORS
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C.
Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company
retire as Auditors at the forthcoming Annual General Meeting and have
given their consent for re- appointment. The members will be required
to appoint Auditors for the current year and fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written confirmation from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made at the ensuing Annual General
Meeting will be within the limits specified in Section 224(1B) of the
Companies Act, 1956.
11. COST AUDITORS
As per the requirement of the central Government and pursuant to
Section 233B of the Act, the audit of the cost accounts of Textile
Industry are required to be audited from financial year beginning April
2012 therefore pursuant to the approval of Ministry of Corporate
affairs, K. N. Satyanarayan, Cost Auditor having registration no. 7004
has been appointed as Cost Auditor for auditing the company's cost
accounting records maintained as per Cost Accounting Records Rules,
2011, relating to Textile Industry for the financial year ended March
31, 2013
12. AUDITORS' REPORT
The observations of the Auditors in their report, read with notes
annexed to the accounts, are self-explanatory.
13. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as per
the Clause 49 of the Listing Agreement. A report on Corporate
Governance is annexed as Annexure 'II' forming part of this report.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is annexed as Annexure 'III' forming
part of this report.
15. ACKNOWLEDGEMENT
Your Directors express their appreciation for the assistance and
co-operation received from Government Authorities, Bankers, Lending
Institutions, Suppliers and Customers during the year under review.
Your Directors place on record their appreciation for the committed
services of the executives and staff of the Company.
For and on behalf of the Board
Place : Mumbai
Date : August 20, 2012 DR. P. D. Ojha
CHAIRMAN
Mar 31, 2010
The Directors are pleased to present this Twenty third Annual Report
and the Audited Statement of Accounts for the year ended March 31,
2010.
1. FINANCIAL RESULTS
(Rs. in lakh)
Particulars 2009-2010 2008-2009
Total Income including exceptional
items 218034.82 5604.60
Profit Before Depreciation 2832.28 1234.38
Less : Depreciation 1083.57 442.53
Profit Before Tax 1748.71 791.85
Less : Income Tax 511.26 154.48
Less : Deferred Tax 92.44 220.50
Less : Fringe Benefit Tax - 5.55
Profit After Tax 1145.01 411.32
Add : Balance brought forward
from previous year 1344.90 1032.00
Add : Addition on Amalgamation 3176.71 -
Balance Available for appropriation 5666.62 1443.32
Directors Recommendation for
Appropriation :
Transfer to Debenture Redemption Reserve - 23.18
Transfer to General Reserve 2300.00 -
Proposed Dividend on Equity
Shares @ 5 % (2008Ã 2009: 5 %) 86.36 64.31
Dividend Tax 14.34 10.93
Surplus Carried to Balance Sheet 3265.92 1344.90
5666.62 1443.32
Copies of Balance Sheet including Profit and Loss Account, Schedules
and Notes to Accounts along with the Auditors Report thereon is
available for inspection at the registered office of the Company during
working hours for a period of twenty-one days before the date of Annual
General Meeting.
2. DIVIDEND
Your Directors have recommended a dividend at 5% (Rs. 0.50 per share)
on equity shares The dividend, together with the tax on distributed
profit, will absorb a sum of Rs. 100.70 Lakh and will be paid to those
shareholders whose names stand registered in the Register of members of
the Company as on the book closure date.
3. COMPANY RESTRUCTURING
As you are aware, your companies had embarked on a restructuring
exercise under which two of its subsidiary companies namely Karma
Energy Ltd and Weizmann Forex Ltd got amalgamated with the company with
effect from the appointed date 01.04.2009 through a composite scheme of
amalgamation / arrangement under Section 391 to 394 of the Companies
Act, 1956. The scheme has been approved by the Honble High Court of
Bombay on 29th October, 2010 and would be effective from 24th November,
2010. In consideration Weizmann Ltd has issued and allotted 44,10,450
equity shares in the ratio of 9 shares of face value of Rs.10/- each
credited as fully paid-up for every 10 shares held by the shareholders
of Weizmann Forex Ltd. Karma Energy Ltd being wholly owned subsidiary,
issue of shares do not arise.
The composite scheme also envisages post amalgamation there shall be
de-merger of the power business and forex business undertakings of
Weizmann Ltd into two resulting companies Karma Wind Power Ltd and
Chanakya Holdings Ltd respectively with effect from the appointed date
01.04.2010 and also change of name of the said resulting companies to
Karma Energy Ltd and Weizmann Forex Ltd respectively. In consideration
both Karma Wind Power Ltd and Chanakya Holdings Ltd shall issue 2
equity shares of Rs.10/- each credited as fully paid for every 3 equity
shares of Rs.10/- each held by the shareholders in Weizmann Ltd as on
the record date. The said shares to be issued by resulting companies
and their existing shares will be listed on BSE and NSE.
These initiatives will yield rich dividends to the shareholders of
Weizmann Ltd in the long run.
The Management of the Company wish to announce that your company has
completed 25 years of successful endevour on 25th November, 2010 and
are pleased to state that as a token of good gesture and goodwill have
been able to reward the shareholders by issuing shares of the demerged
/ resultant companies and thus unlock the values of demerged
undertakings, create enhanced value to shareholders and participate
directly in focused entities engaged in separate specific business
verticals.
4. PERFORMANCE
During the year the Total Income of the Company was Rs.218034.82 Lakh
as compared to Rs.5604.60 Lakh in the previous year. The Profit before
depreciation achieved was Rs.2832.28 Lakh ( Previous year - Rs.1234.38
Lakh). The Profit after Tax registered was Rs.1145.01 Lakh (Previous
year Rs.411.32 Lakh).
5. SUBSIDIARY COMPANIES
During the year Greenweiz Projects Ltd and Vajharpada Energy Ltd became
subsidiaries of your company. Further Dabripada Energy Ltd and Jambhora
Energy Projects Limited ceased to be subsidiaries of the company as
your company has divested its stake in these companies.
The Statement pursuant to Section 212 of the Companies Act, 1956
containing details of the Companys subsidiaries as at 31st March,
2010, is attached to the Annual Accounts.
The Consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21
prescribed under Companies (Accounting Standards) Rules form part of
the Annual Report and Accounts.
The Company had made an application to the Central Government and had
been granted exemption from attaching the accounts, etc, of its 11
subsidiary companies with the Balance Sheet of the parent company.
Application for seeking exemption from attaching the Annual Report of
Greenweiz Projects Ltd and Vajharpada Energy Ltd was not made hence the
same have been attached alongwith. In terms of the approval granted by
the Central government as in previous years, the accounts, etc of the
subsidiary companies are not required to be attached with the balance
sheet of the parent company. These documents will be submitted to any
member on receipt of a request made at the registered office address of
the company. A Statement containing brief financial details of
subsidiary companies for the year ended 31st March, 2010 is given and
forms part of this Annual Report.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Dr. P. D. Ojha retires by
rotation and, being eligible has offered himself for re-appointment.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm:
i) that in the preparation of the annual accounts for the year ended
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement 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 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 Companies Act, 1956 for safeguarding the assets of the
Company for preventing and detecting fraud and other irregularities;
and
iv) that the Directors have prepared the annual accounts on a going
concern basis.
8. PARTICULARS OF THE EMPLOYEES
The Company does not have any employee whose particulars are required
to be given under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended up to date.
9. DISCLOSURE OF PARTICULARS
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 relating to conservation of
energy, research & development, technology absorption, foreign exchange
earnings and outgo are given in Annexure ÃI forming part of this
report.
10. FIXED DEPOSIT
The outstanding amount of fixed deposits placed with the Company
amounted to Rs.398.83 Lakh (Previous year Rs.152.08 Lakh). There were 7
deposits amounting to Rs.2.66 Lakhs which remained unclaimed as at the
end of the year.
11. AUDITORS
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C.
Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company
retire as Auditors at the forthcoming Annual General Meeting and have
given their consent for re-appointment. The members will be required to
appoint Auditors for the current year and fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written confirmation from the above
Auditors proposed to be re-appointed to the effect that their re-
appointment, if made at the ensuing Annual General Meeting will be
within the limits specified in Section 224(1B) of the Companies Act,
1956.
12. AUDITORS REPORT
The observations of the Auditors in their report, read with notes
annexed to the accounts, are self-explanatory.
13. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as per
Clause 49 of the Listing Agreement. A report on Corporate Governance is
annexed as Annexure ÃII forming part of this report.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is annexed as Annexure ÃIII forming
part of this report.
15. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation for the assistance
and co-operation received from Government Authorities, Bankers, Lending
Institutions, Suppliers and Customers during the year under review.
Your Directors place on record their appreciation for the committed
services of the executives and staff of the Company.
For and on behalf of the Board
Place : Mumbai
Date : 29th November, 2010 DR.P. D. OJHA
CHAIRMAN
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