The Directors are pleased to present the Twenty Ninth Annual Report on
the business and operations of the Company, together with the Audited
Financial Statements and Auditors Report for the financial year ended
31st March 2010.
Financial Results (Rs. in Lakhs)
Particulars Year Ended Year Ended
31-03-2010 31-03-2009
Turnover and Profitability
Gross Sales 6617.25 5882.67
Total Expenditure 6078.05 5248.04
Profit before Depreciation and
Financial Charges 539.20 634.63
Depreciation 70.81 105.61
Financial Charges 189.62 183.40
Profit before Tax 278.77 345.62
Provision for Taxation (99.09) (147.69)
Profit after Tax 179.68 197.93
Prior year adjustments (153.83) (48.44)
Add : Profit brought forward
from previous year 499.25 413.83
Profit available for Appropriation
from Operations 525.10 563.32
Appropriations
Proposed Dividend 52.81 52.81
Provision for Tax
on Proposed Dividend 7.41 7.41
Transfer to General Reserve 0.65 3.85
Balance in Profit & Loss Account 464.23 499.25
RESULTS FROM OPERATIONS
Inspite of a slow recovery from a global recession, the total income
for your company grew by around 12% over the previous year.
TURNOVER AND PROFITABILITY
The gross sales and other income for the financial year under review
was Rs.6617.25 lakhs. The profit before tax (after depreciation and
Financial charges) was Rs.278.77 Lakhs and Profit after Tax (before
extraordinary items) was Rs. 179.68 lakhs.
APPROPRIATIONS DIVIDEND
Considering the performance of the Company, your Directors are pleased
to recommend a dividend of 10% on the paid-up Equity Share Capital of
the Company for the year 2009-10.
TRANSFER TO GENERAL RESERVE
The Board of Directors propose to transfer Rs.0.65 lakhs to General
Reserves.
CAPITAL STRUCTURE
During the financial year under review, the share capital of your
Company remained unaltered.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
Corporate Governance and disclosure practices. The Company ensures
compliance to law and adherence to ethical standards to enhance
customer value.
A separate section on Corporate Governance, along with a certificate
from the Auditors confirming the level of compliance, is annexed and
forms a part of the Directors Report.
DIRECTORS
There was no change in Board of Directors of the Company .. during the
year. Dr. Suleman Adam Merchant and Mr. V. Bala Subramaniam, retire by
rotation at the ensuing Annual General Meeting, and being eligible,
offer themselves for reappointment.
AUDITORS
M/s. Anand Amarnath & Associates, Chartered Accountants, Bengaluru
retire at the conclusion of the forthcoming Annual General Meeting.
Your Company has received a letter from them to the effect that their
re-appointment, if made, will be in accordance with the provisions of
Section 224(1 B) of the Companies Act, 1956.
In the report by the auditors under Companies (Auditors Report) Order,
2003 (as amended), the Auditors have reported that the Company has
maintained proper records of all Accounting transactions.
With respect to observations made by the Auditors in their report dated
24th May 2010 under Note IX of Annexure to the Auditors Report, the
responses of the Board are as follows:
The Company is in process of remitting the due amount to the respective
department and will ensure that it is paid in the earliest possible
time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report, as required, is given as Annexure-l and forms part of the
Directors Report.
FIXED DEPOSITS
During the year under review, your Company has not accepted any
deposits under Section 58Aof the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975. There are no overdue
deposits, due for payment as at the close of the year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, your
Directors state that: (i) we have followed the applicable accounting
standards in preparation of the Annual Accounts and there has been no
material departure; (ii) we 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 31s1 March 2010 and of the profit of
the Company for the year ended on that date;
(iii) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) we have prepared the Annual Accounts on a going concern basis.
PARTICULARS OF RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.
Particulars required under Section 217 (1)(e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 is given in the
Annexure-ll to the Report.
PARTICULARS OF EMPLOYEES
The details of Employees of the Company who received remuneration in
excess of the limits prescribed under Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 is given in the Annexure-lll to the report.
ACKNOWLEDGMENTS
Your Directors would like to place on record their gratitude for all
the guidance and cooperation received from all its clients, vendors,
bankers, financial institutions, business associates, advisors,
regulatory and government authorities.
Your Directors also take this opportunity to thank all its investors
and stakeholders for their continued support and all employees for
their valuable contribution and dedicated service.
For and on behalf of the Board
Place: Bengaluru VINOD RAMNANI
Date : 9th August 2010 Chairman & Managing Director
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