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0 The Board of Directors hereby presents the 19th Annual Report on the
business and operations of your Company along with the Audited
Statements of Accounts for the Financial Year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
2011-2012 2010-2011
(Rs in Lacs) (Rs in Lacs)
Revenue from operations 16,954.05 12,443.91
Finance Cost 14.34 -
Depreciation and Amortization Expense 1,348.18 1,277.99
Profit before exceptional &
Extraordinary Items & Tax 250.18 16.60
Exceptional Items & Extraordinary Items
Current Tax 50.06 3.31
Deferred Tax Liabilities/ (Assets) 11.94 89.67
Profit/Loss after Tax 188.17 102.96
Note : Previous year figures have been regrouped/ rearranged wherever
necessary.
DIVIDEND
Due to inadequacy of profits during the year under report, your
Directors do not recommend dividend on the Equity Shares of the
Company.
REVIEW OF PERFORMANCE
During the year, the turnover of Company has substantially increased to
Rs 16,954.05 Lacs as against Rs 12443.91 Lacs in respect of the previous
Financial Year ended 31st March, 2011, registering a growth of around
36% over the previous Financial Year. The Profit before Exceptional and
Extraordinary Items and Tax is Rs 250.18 Lacs in the Financial Year
ended 31st March, 2012 as against Rs 16.60 Lacs in the previous
Financial year ended 31st March, 2011. The profit after tax is Rs 188.17
Lacs during the year under Report after making provision for taxation
of Rs 50.06 Lacs and after considering Deferred tax Assets of Rs 11.94
Lacs as against profit after tax of Rs 102.96 Lacs in the previous
Financial Year.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Subhash Chandra Bhargava,
Independent Director and Shri Shivprasad Shrivastav, Director of the
Company, retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment.
During the year under Report, Ms. Mrinal Tayal and Shri Saurabh Kumar
Tayal have resigned from the Directorship of the Company w.e.f. 25th
November, 2011 and 22nd March, 2012 respectively. The Board places on
record, the appreciation of the services rendered by Ms. Mrinal Tayal
and Shri Saurabh Kumar Tayal during their tenure as the Directors,
towards the growth of the Company.
Further, the Board of Directors of the Company had appointed Shri
Gaurav Tayal as an Additional Director w.e.f. 28th April, 2012.
Pursuant to the provisions of Section 260 of the Companies Act, 1956,
Shri Gaurav Tayal shall hold office upto the date of ensuing Annual
General Meeting. The Notice pursuant to Section 257 of the Companies
Act, 1956, has been received from the Member proposing the candidature
of Shri Gaurav Tayal for being appointed as a Director of the Company.
On 21st February, 2012 the Board recorded the sudden and untimely death
of Shri Jaikumar Mishra, Managing Director of the Company. Therefore
The Board of Directors of the Company had appointed Shri Narayan
Ghumatkar, as a Managing Director in their Meeting held on 28th April,
2012 due to casual vacancy caused by Shri Jaikumar Mishra and given
their approval for the appointment of Shri Narayan Ghumatkar as the
Managing Director of the Company on the terms and conditions as
mentioned in the Notice of AGM.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(2AA) of the Companies Act,
1956, with respect to Director''s Responsibilities Statement, it is
hereby confirmed :
(i) that in the preparation of the Annual Accounts for the Financial
Year ended 31st March, 2012, the applicable Accounting Standards had
been followed alongwith proper explanation relating to material
departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year and
statement of Profit & Loss of the Company for the year under review;
(iii) that the Directors had 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 frauds and other
irregularities;
(iv) that the Directors had prepared the accounts for the Financial
Year ended 31st March 2012, on a ''going concern'' basis.
(v) That the accounts have been prepared on the basis of the revised
schedule VI & The Companies Act, 1956, accordingly the previous year
figures have adjust/ regroup/ rearranged to confirm with the current
year figure.
AUDIT COMMITTEE
The composition of Audit Committee is given in the Report on Corporate
Governance.
SHARE TRANSFER AND INVESTORS'' GRIEVANCE COMMITTEE
The composition of Share Transfer and Investors'' Grievance Committee is
given in the Report on Corporate Governance.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
STATEMENT
The Company has complied with Corporate Governance Code as stipulated
under Clause 49 of the Listing Agreement. A separate section on
Corporate Governance alongwith a certificate from M/s. A. F. Khasgiwala
& Co., Statutory Auditors and Shri Narayan Ghumatkar, Managing
Director, confirming the compliance with the said Clause, and
Management Discussion & Analysis statement are forms part of this
report.
SAFETY, HEALTH AND ENVIRONMENT
A sustained and meticulous effort continues to be exercised by the
Company at the plant of the Company towards greener production and
Environment Conservation. The Company preserves its efforts to
indoctrinate safe and environmentally accountable behavior in every
Employee as well as Vendors by compulsory annual training and refresher
courses and frequent awareness programs. Mock drills of emergency
preparedness are regularly conducted at the plant showing Company''s
commitment towards safety, not only of its own men and plant, but also
of the society at large. Involvement of workers in all safety matters
has been encouraged by their participation in shop floor safety
meetings.
The health of employees and the environment in and around the plant
area have been given due care and attention. The Company continues to
comply with the prescribed Industrial Safety Environment Protection and
Pollution Control Regulation at its production plant through periodic
checks of the system involved and constant monitoring to meet the
standards set by the Pollution Control Authorities, etc.
The Plant of the Company is eco-friendly and do not generate any
harmful effluents. Safety devices have been installed wherever
necessary.
INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT
Employees today are looking for development opportunities, future
career options, empowerment and work-life balance in an organization.
To retain leadership position, the Company continuously innovates and
customizes its human resource (HR) strategy to meet changing employee
needs.
The Company recognizes that in a people-intensive business, major gains
can be scored in the area of productivity management. In view of this,
the Company has strengthened its people management through
performance-linked incentives, amenities, training, multi-skilling and
career path identification.
The Company is of firm belief that good Human Resource (HR) Management
would ensure success through high performance. HR strategy and plans of
the Company are deeply embedded with the organizational goals. In order
to enhance the manpower productivity, the goal is set to increase the
production capacity of the plant and rationalize the manpower through
scientific study. All the operational goals of the top management
emanate from the business plan. The goals of MD are shared with his
subordinates who in turn share their goal with their respective
subordinates and so on. Regular visits by HR team is being made to the
plant to meet the employees and also interaction meetings are conducted
to get their feedback, based on which HR policies are improved
continuously. The process has resulted in better employer-employee
relationship.
The Company lays due emphasis on all-round development of its human
resource. Hence, training of the employees is aimed at systemic
development of knowledge, skills, aptitude and team work. Training is
designed for the development of personal skills necessary for the
performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber
manpower.
CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars required under 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, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in the Annexure forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
As its operations have expanded to new geographies, the Company has
retained a collective focus on the various areas of corporate
sustainability that impact people, environment and the society at
large. Founded on the philosophy that society is not just another
stakeholder in its business, but the prime purpose of it, the Company,
across its various operations is committed to making a positive
contribution in a number of ways.
As a policy, the Company provides residence to its employees and
facility of Schools and education to the children of the labours
working in the factories of the Company.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration of Rs 60,00,000/- or more
per annum employed throughout the year or Rs 5,00,000/- or more per
month employed for a part of the year. This information is furnished
pursuant to Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
INSURANCE
The properties/assets of your Company are adequately insured.
AUDITORS
M/s. A. F. Khasgiwala & Co., Statutory Auditors of the Company, holds
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. The Company has received a letter from
M/s. A. F. Khasgiwala & Co. to the effect that their re-appointment as
Auditors, if made, would be within the limits under Section 224(1B) of
the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the assistance and
support extended by Banks, Consultants, Solicitors, Shareholders and
Employees of the Company.
For and on Behalf of the Board of Directors
Place : Mumbai Sd/-
Date : 28th April, 2012 Gaurav Tayal
Chairman |
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| Source : Dion Global Solutions Limited | |
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