The Directors have pleasure in presenting the Twenty-Fifith Annual
Report together with the audited statements of Accounts for the
financial year ended March 31, 2011.
1. financial Performance
(Rs in lacs)
financial results financial Year financial Year
2010-2011 2009-2010
Sales and Other Income 44,363.08 40,299.64
Profit before Interest,
Depreciation & Tax 7,602.23 4,983.62
Interest 2.77 137.56
Profit before Depreciation & Tax 7,599.46 4,846.06
Depreciation 490.93 530.68
Profit before Tax 7,108.53 4,315.38
Provision for Tax - Current 1,873.00 1,720.00
- Deferred 618.65 (171.92)
- Wealth Tax 0.23 -
Tax relating to earlier year (net) (101.21) 38.66
Profit afiter Tax 4,717.86 2,728.64
Balance brought forward from
previous year 2,481.83 1,328.98
Profit available for Appropriation 7,199.69 4,057.62
appropriation:-
Proposed Dividend
-Ordinary Dividend 493.78 493.78
- Special Silver Jubilee Dividend 493.78 -
Income Tax on Dividends 160.21 82.01
Transferred to General Reserve 2,626.50 1,000.00
Balance carried forward 3,425.42 2,481.83
7,199.69 4,057.62
2. dividend
Your Directors are pleased to recommend a dividend of Rs10 per equity
share for the financial year ended March 31, 2011 and also a Special
Silver Jubilee Dividend of Rs 10 per equity share, as the Company
completes its twenty fve years of existence, aggregating Rs20 per
equity share of the face value of Rs10 each, payable to those
Shareholders whose names appear in the Register of Members as on the
Book Closure Date.
The total dividend outgo for the Year under review, inclusive of tax on
distributed profits would absorb a sum of Rs1,147.77 Lacs (as against
Rs575.79 Lacs comprising the dividend of Rs10 per equity share of
Rs10 each paid for the previous year).
3. oPerations
During the year under review, your Company achieved total Income of
Rs44,363.08 Lacs as compared to the total Income of Rs. `Rs.40,299.64
Lacs in the previous year registering a growth of 10.08%. The total
sales include export sales of Rs12,380.25 Lacs as compared to the
previous year of Rs 10,397.66 Lacs, registering a growth of 19.07%. The
profit afiter tax for the year is Rs4,717.86 Lacs as compared to Rs
2,728.64 Lacs for the previous year registering a growth of 72.90%.
4. fiXed dePosit
Your Company has not accepted any deposits from the public during the
year under review.
5. direCtors
Mr. Jean-Marc Kohlgruber and Mr. D. J. Balaji Rao retire by rotation at
the ensuing Annual General Meeting and, being eligible, offer
themselves for re-appointment.
Mr. N. Sundararajan was appointed as an Additional Director on the
Board of Directors of the Company on October 28, 2010 and holds offce
up to the date of the forthcoming Annual General Meeting of the
Company.
The Company has received a notice from a member under section 257 of
the Companies Act, 1956, signifying his intention to propose Mr. N.
Sundararajan as candidate for the offce of Director of the Company at
the forthcoming Annual General Meeting.
Mr. Raman Madhok has resigned as Managing Director and Director of the
Company, the resignation to be effective from the close of working
hours on August 23, 2011.
Mr. Jean Gourp, Deputy Managing Director of the Company has been
re-designated as Managing Director of the Company effective from August
24, 2011.
6. direCtors resPonsiBilitY stateMent
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confrm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the Company has in the selection of the accounting policies,
consulted the Statutory Auditors and these have been applied
consistently, and reasonable and prudent judgements and estimates have
been made so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2011 and of the profit of the Company for
the year ended on that date;
(iii) the Company has taken proper and suffcient 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;
(iv) the annual accounts have been prepared on a going concern basis.
7. CorPorate GoVernanCe
A Report on Corporate Governance along with a Certifcate from the
Statutory Auditors of the Company regarding the compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
Directors explanation to Auditors Certifcate on Corporate Governance:
As regard the Auditors observations in para (i), (ii) and (iii) of
their Certifcate on Corporate Governance, the detailed responses/
explanations are given in items I, III and VII of the Corporate
Governance Report.
8. ManaGeMent disCUssion and analYsis
A detailed analysis of the Companys performance is discussed in the
Management Discussion and Analysis Report, which forms part of the
Annual Report.
9. enerGY ConserVation, teChnoloGY aBsorPtion and foreiGn eXChanGe
earninGs and oUtGo
The particulars relating to the energy conservation, technology
absorption and foreign exchange earnings and outgo, as 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 are given in the Annexure to this Report.
10. PartiCUlars of eMPloYees
As required under the provisions of sub-section (2A) of section 217 of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended, particulars of the employees are set
out in an Annexure to the Directors Report. However, as per the
provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the
Directors Report and Accounts are being sent to all the Shareholders
of the Company excluding the Statement of particulars of employees. Any
Shareholder interested in obtaining a copy of the Statement may write
to the Company Secretary of the Company.
11. aUditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the
conclusion of the forthcoming Annual General Meeting.
The Company has received a certifcate from the above Auditors, proposed
to be re-appointed, to the effect that their re- appointment, if made,
would be in conformity with the limits specifed under the provisions of
Section 224(1B) of the Companies Act, 1956.
12. health and safetY
The Company continues to demonstrate a strong commitment towards safety
and occupational health of employees at all locations. Your Company has
a well established Safety Health & Environment (SHE) Policy. The
employees are encouraged to adopt a healthy, safe and environmentally
conscious lifestyle.
13. Personnel
The industrial relations continued to be cordial at all levels
throughout the year. Your Directors wish to place on record their
appreciation of the dedicated services rendered by all Executives,
Staff and Workmen of the Company.
14. aCKnoWledGeMent
Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government authorities,
the financial institutions, banks, vendors, customers and shareholders
during the year under review.
for and on behalf of the Board
Jean-Marc Kohlgruber
Chairman
Mumbai
May 24, 2011
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