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.
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
|Profit before Interest & Depreciation
|Net Profit for the year
|Provision for Income tax (Current)
|Balance carried from previous year
|Profit available for appropriation
|Provision for dividend & Dividend distribution tax
|Transfer to General Reserve
|Balance carried to Balance sheet
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.
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.
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.
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.
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.
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.
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
(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
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.
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.
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
|VASUDEO S. BHATE
|DATE : 27th May, 2013
ANNEXURE TO DIRECTORS` REPORT
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
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
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)
b) Year of Import
c) If not fully absorbed areas where this has not taken place, reasons therefore and
future plans of action.
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
||(Amt. in Rs.)
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,
3. The employment is contractual in accordance with the terms and conditions as per the
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
||VASUDEO S. BHATE
|DATE : 27th May, 2013