The Directors present their Seventh Annual Report together with the
Audited Statement of Accounts for the year ended 31st March 2014.
(Rs. in ''000)
Particulars Year Ended Year Ended
Income for the year 4,27,388.03 3,73,449.83
Profit before Interest, Depreciation
and Tax 1,00,397.97 87,831.92
Finance Charges 15,954.45 28,481.10
Profit before Depreciation and Taxes 84,443.52 59,350.82
Depreciation & Amortisation 31,738.64 44,621.59
Provisions for Taxation/ Deferred Tax 16,928.24 (15,192.07)
Prior Period Items / Extra Ordinary Items 33.22 153.92
Net Profit for the Current Year 35,743.42 29,767.38
Net Profit available for Appropriation 30,780.76 1,013.38
Balance carried to Balance Sheet 66,524.18 30,780.76
The Directors do not recommend any dividend for the Financial Year
ended 31st March, 2014.
During the year under review, your Company recorded a total income of Rs.
427,388.03 (Rs. ''000). For further information, kindly refer to
Management Discussion and Analysis Report, forming part of this Annual
corporate Governance report
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report and Corporate Governance Report together
with Certificate from Auditors of the Company, on compliance with the
conditions of Corporate Governance as laid down, forms part of this
Particulars of Employees
In terms of provisions of Section 217 (2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, the
names and other particulars of the employees are set out in the
Annexure to the Directors'' Report. However, having regard to the
provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all members of the
Company and other entitled thereto. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
Particulars Regarding Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and outgo The particulars as required under
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 are furnished in the Annexure A to this Report.
The Board of Directors of the Company have appointed Ms. Anjali Mody
and Dr. Vrajesh Udani, as Additional Directors of the Company at its
meeting held on 4th August, 2014, in accordance with the provisions of
Section 161 of the Companies Act, 2013 and Rules made thereunder. They
hold the office as Additional Directors upto the date of the ensuing
Annual General Meeting of the Company. The Company has received a
notice from a member, proposing appointment of Ms. Anjali Mody as
Director and Dr. Vrajesh Udani as Independent Director at the ensuing
Annual General Meeting in accordance with applicable provisions of the
Companies Act, 2013 and the Rules framed thereunder.
Further pursuant to provisions of Section 149 of the Companies Act,
2013, it is proposed to seek shareholders approval for appointment of
Mr. Aditya Mangaldas and Mr. Aurobind Patel, existing Directors of the
Company, as Non-Executive Independent Directors of the Company, for one
term of consecutive five years from the conclusions of ensuing Annual
General Meeting of the Company.
At the ensuing Annual General Meeting, in accordance with the
provisions of the Companies Act, 2013, Mr. Harshvardhan Piramal,
Director of the Company, retire by rotation and he has not sought
re-appointment and it is proposed not to fill in the vacancy caused by
his retirement. The Board of Directors would like to place on record
their sincere appreciation for the valuable contribution made by Mr.
Harshvardhan Piramal, from time to time, during his tenure as Director
of the Company.
Further, at the ensuing Annual General Meeting, it is proposed to alter
the terms of re-appointment of Mr. Jaydev Mody, Director, who was
re-appointed as liable to retire by rotation at the Annual General
Meeting of the Company held on 7th September, 2013, by making him not
liable to retire by rotation.
With the appointment of Ms. Anjali Mody as Director and Dr. Vrajesh
Udani as Independent Director at the ensuing Annual General Meeting,
the composition of the Board of Directors of the Company will be in
accordance with provision of Section 149 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement including the Revised (proposed)
Clause 49 of the Listing Agreement, which shall be effective from 1st
The brief resume/details relating to directors, who are proposed to be
appointed/ re-appointed are furnished as an Annexure to the notice of
the ensuing Annual General Meeting.
Your directors recommend their appointment/reappointment at the ensuing
Annual General Meeting.
directors'' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confirm that:
1. in the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed alongwith proper explanation relating to material departures;
2. the Directors have 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
as at 31st March, 2014 and of the profit of the Company for the year
3. the Directors 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
4. the Directors have prepared the accounts for the financial year
ended 31st March, 2014 on ''going concern'' basis.
During the year under review, the Company has not accepted any fixed
deposits from the public.
The Board of Directors recommends to re-appoint M/s. Amit Desai & Co.,
Chartered Accountant, as Statutory Auditors of the Company, from the
conclusion of this 7th Annual General Meeting till the conclusion of
the 10th Annual General Meeting of the Company subject to ratification
by the Members at every Annual General Meeting to be held during the
period. M/s. Amit Desai & Co. have given their consent to act as
Statutory Auditors, if re-appointed. Members are requested to consider
their re-appointment. The auditors comments on the Company''s accounts
for the year ended on 31st March, 2014 are self explanatory in nature
and do not require any explanation as per the provisions of Section
217(3) of the Companies Act, 1956.
Your Directors have appointed M/s. Shilpa & Co., Cost Accountants, as
the Cost Auditors to conduct the Cost Audit for the year 2014-15.
In accordance with the Cost Audit (Report) Rules, 2011, the Cost Audit
Report of the Company for the financial year ended 31st March, 2013 was
filed with the Ministry of Corporate Affairs.
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff, resulting in the successful
performance of the Company during the year.
By order of the Board of directors,
Mumbai, 4th August, 2014
Plot No. 101-103,
19th Street, MIDC,
Satpur, Nasik, Maharashtra.
Pin – 422 007.