10:58 Sep 17, 2014  

D & H India Ltd

HSL Code: DHWELE   |   BSE Code: 517514  |   NSE Symbol: N.A.  |   ISIN: INE589D01018
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Directors` Report




To

The Members

Your directors have pleasure in presenting Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

OPERATIONAL PERFORMANCE

The operational performance of the Company for the period under review is as below: -

Year ended 31.03.2013 Year ended 31.03.2012
(Rs. in lacs) (Rs. in lacs)
Gross Sales and other Income 7664.61 7279.44
Profit before Interest & Depreciation 543.71 467.12
Interest and
Financial Charges 60.08 24.58
Depreciation 90.83 87.47
Net Profit for the year 387.18 355.07
Provision for Income tax (Current) 128.17 115.86
Balance carried from previous year 823.91 677.70
Profit available for appropriation 1082.89 916.91
Provision for dividend & Dividend distribution tax 43.00 43.00
Transfer to General Reserve 100.00 50.00
Balance carried to Balance sheet 939.89 823.91

The sales performance of the Company has shown improvement over the last year. The cost effective measures have also contributed to the improved performance in terms of profitability, inspite of significant increase in the cost of raw materials.

DIVIDEND

Your directors are pleased to recommend a dividend of 5% (Re. 0.50 per share) absorbing a sum of Rs 37.00 Lacs. The dividend will be paid to all shareholders whose names appear in the Register of Members as on the book closure date.

EXPORT

Your company has chalked out a plan to grow in the export market. This segment of the business is expected to grow at a faster rate, in the coming years.

EXPANSION

Company is in the process of expanding its capacity and is also entering into allied business. The Company had already taken steps for the purpose of expansion and diversification and for this funds have been arranged through internal sources.

DIRECTORS

Mr. Basant Singh Johari and Mr. Nirmal Lunia, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for the re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is enclosed and is forming part of the Directors` Report. A certificate from the Statutory Auditors of the Company regarding Compliance of the conditions of the Corporate Governance is attached to this report.

FIXED DEPOSITS

Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

DIRECTOR`S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -

(I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for that period;

(iii) 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Conservation of Energy and Technology Absorption under provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.

Foreign Exchange earning was 96.73 Lacs and the outgo was Rs.231.04 Lacs during the Year.

AUDITORS

M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and who being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITOR`S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith.

PARTICULARS OF EMPLOYEES

There is no information to be given in terms of section 217 (2A) of the Companies Act, 1956 read with the rules framed there under.

ACKNOWLEDGMENT

The Directors thank the customers, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Concerned State Governments and other Government Departments and Government Agencies for their cooperation.

FOR AND ON BEHALF OF THE BOARD
HARSH VORA
MANAGING DIRECTOR
VASUDEO S. BHATE
TECHNICAL DIRECTOR
PLACE: INDORE
DATE : 27th May, 2013

ANNEXURE TO DIRECTORS` REPORT

FORM `A’

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

The company is not covered under the list of specified industries. However, required energy conservation measures were already taken to ensure optimum power consumption to the extent necessary.

FORM `B’

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

1. Specific areas in which R & D carried out by the company.

2. Benefit derived as a result of above R & D

3. Future plan of action

4. Expenditure on R & D

a) Capital

b) Recurring

c) Total

d) Total R & D expenditure as percentage of total turnover.

Technology absorption, adaptation and innovation.

1. Efforts in brief made towards technology absorption adaptation and innovation.

2. Benefits derived as a result of the above efforts e.g. product improvement, product development, imports substitution etc.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year)

a) Technology

b) Year of Import

c) If not fully absorbed areas where this has not taken place, reasons therefore and future plans of action.

ANNEXURE C

STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES, ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF THE DIRECTOR`S REPORT FOR THE YEAR ENDED 31ST MARCH, 2013

S. Name Age Designation

Remuneration

Qualification

Experience Date of Previous
No. (years) (Amt. in Rs.) (in years) Joining Employment
1 Harsh Vora 50 Managing Director 84,00,000 B.Com. 29 06.12.1990 NIL

Notes:

1. The monthly remuneration of Mr. Harsh Vora, Managing Director of the Company exceeded the limit of Rs. 5,00,000 w.e.f 29.10.2011.

2. Remuneration has been calculated on the basis of Section 198 of the Companies Act, 1956

3. The employment is contractual in accordance with the terms and conditions as per the agreement.

4. Mr. Madhusudan Jain, Whole Time Director is the relative of Mr. Harsh Vora, Managing Director of the Company.

5. Mr. Harsh Vora, Managing Director of the Company is the relative of Mr. Madhusudan Jain, Mr. Nirmal Lunia and Vimal Lunia, Directors of the Company.

FOR AND ON BEHALF OF THE BOARD
PLACE: INDORE HARSH VORA VASUDEO S. BHATE
DATE : 27th May, 2013 MANAGING DIRECTOR TECHNICAL DIRECTOR

 

 

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