23:35 Dec 19, 2014  

D & H India Ltd

HSL Code: DHWELE   |   BSE Code: 517514  |   NSE Symbol: N.A.  |   ISIN: INE589D01018
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DIRECTORS




To

The Members

Your directors have pleasure in presenting Twenty Ninth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

OPERATIONAL PERFORMANCE

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

Year ended 31.03.2014 Year ended 31.03.2013
(Rs. in lacs) (Rs. in lacs)
Gross Sales and other Income 7726.16 7664.61
Profit before Interest & Depreciation 472.67 543.71
Interest and Financial Charges 69.56 60.08
Depreciation 103.66 90.83
Net Profit for the year 295.02 387.18
Provision for Income tax (Current) 104.23 128.17
Balance carried from previous year 939.91 823.91
Profit available for appropriation 1130.70 1082.89
Provision for dividend & Dividend distribution tax 43.29 43.00
Transfer to General Reserve 50.00 100.00
Balance carried to Balance sheet 1037.42 939.89

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 proitability, inspite of signiicant 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 43.29 Lacs. (Previous year 5 % (Re. 0.50 per share) 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 diversiication and for this funds have been arranged through internal sources.

DIRECTORS

Shri Sushil Rawka, Shri Surjit Singh, Shri Basant Singh Johari, and Shri J.C. Kapur, Independent Directors although not liable to retire by rotation at the ensuing Annual General Meeting, however in view of the requirement of section 149 of the Companies Act, 2013 the Company has received notice from the members under section 160 of the Companies Act, 2013 for their appointment as the independent directors of the Company for a term of ive years upto 31st March, 2019. and being eligible offer themselves for the re-appointment. The Company has also received declarations from Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Shri Basant Singh Johari, Surjit Singh and Jagdish Chand Kapur fulill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement. Shri Basant Singh Johari, Shri Surjit Singh and Shri Jagdish Chand Kapur are independent of the management.

The Company has also received notice from the members under section 160 of the Companies Act, 2013 for their appointment of Mrs. Atithi Vora as the Women Director and Shri Saurabh Vora as a director of the Company w.e.f. 1st Oct., 2014.

Upon the recommendation of the Nomination and Remuneration Committee, the Board further proposes to appoint Mrs. Atithi Vora and Shri Saurabh Vora as the Whole-time Directors of the Company w.e.f. 1st Oct., 2014 for a period of 3 years. And on the expiration of the existing tenure also proposes the re-appointment of Shri Harsh Vora as the managing director of the company for a period of three years w.e.f 29.10.2014.

The Board of Directors recommends their appointments and to pass necessary respective resolutions as set out in the notice of the annual general meeting. Mr. Vimal Lunia and Mr. Nirmal Lunia have resigned from the Directorship of the Company on 12th August, 2014. Mr. Vimal Lunia and Mr. Nirmal Lunia were Directors of the Company since September 20, 2003. Your Directors place on record the valuable guidance, support and advice extended by Mr. Vimal Lunia and Mr. Nirmal Lunia during his tenure as Directors.

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 and there were no outstanding deposits as art 31st March, 2014..

DIRECTOR`S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -(Iin 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 inancial year and of the proit 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 10.50 Lacs and the outgo was Rs. 422.29 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 Company has received letters from M/s ABN & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)((g) of the Companies Act, 2013 and that he is not disqualiied for re-appointment. The Board recommends their re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s ABN & Co., Chartered

Accountants (ICAI Firm Registration No. 004447C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty Two AGM of the Company to be held in the year 2017 (subject to ratiication of their appointment at every AGM) on such remuneration as may be decided & ixed by the Board on the recommendations of the Audit Committee.

AUDITOR`S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is attached herewith. The Notes on Financial Statements referred to in the Auditors` Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies 2013 read with the Companies (Appointment and Qualification of Managerial Personal) Rules, 2014, the company has appointed M/s D. K. Jain & Co., Company Secretaries as the Secretarial Auditors for the year 201415.

COST AUDITORS

The Company has appointed to Vijay P. Joshi & Associates Cost Accountants; as a cost auditors for conducting the audit of cost records of the Company for the financial year 2013-14. The Company is in process for filing of the Cost Audit Report within the stipulated time. Pursuant to the Cost Audit Rules, 2014, now the Company is out of purview of the Cost Audit requirement for the year 201415.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors` Report.

ACKNOWLEDGMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the inancial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company`s executives, staff and workers.

FOR AND ON BEHALF OF THE BOARD
HARSH VORA
MANAGING DIRECTOR
DIN 00149287
PLACE: INDORE SUSHIL RAWKA
DATE :
12th August, 2014 DIRECTOR
DIN : 00156990
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