The Directors have pleasure in presenting their Twenty Sixth Annual
Report together with the Audited Accounts for the year ended on 31st
March, 2011.
1. FINANCIAL RESULTS
(Rs. in Lacs)
31.03.2011 31.03.2010
Sales: Products 9770.97 7990.18
Wind Power 156.49 182.24
9927.47 8172.43
Profit before Tax 3743.60 3639.17
Less: Provision for Taxation
-Current Tax 1165.18 1140.23
-Deferred Tax (10.38) (27.49)
Prior Year adjustments (40.35) (6.87)
Profit after Tax 2629.15 2533.30
Interim Dividend 734.92 367.46
Silver Jubilee dividend NIL 367.46
Corporate Dividend Tax 122.06 124.90
Earning Per Share of Rs. 5/- Rs. 17.89 Rs. 17.24
PERFORMANCE OF THE COMPANY
Your Company has delivered another year of profitable growth by
recording 22.29% increase in the sale of products. The profit of the
year after tax has increased by 22.78% if other income by way of
receipts from Keyman Insurance Policy and sale of Pune Land in the
previous year are excluded. Continuous focus on quality, value addition
and cost management have helped your Company to achieve this profitable
growth. The performance and outlook have been discussed in the
Management Discussion and Analysis Report which is forming part of the
Directors Report.
2. DIVIDEND
Your Directors have continued the trend of aptly rewarding the
shareholders and maintained an interim dividend of Rs. 5/- per equity
share of Rs. 5/- each (100%) for the financial year 2010-2011. Total
out lay for an interim dividend of Rs 5/- per share on 1,46,98,616
Equity Shares of Rs 5/- each is Rs .734.93 Lacs for the year ended 31st
March, 2011 The interim dividend was paid by the Company on 24th
February, 2011. As there has been no significant change in the final
profits for the full year ended on 31st March, 2011, your Directors
recommend that the Interim Dividend should be confirmed as final
dividend.
3. CORPORATE GOVERNANCE
The Corporate Governance and Managements Discussion and Analysis
Reports form an integral part of this report and are set out as
separate Annexure to this Report. The Certificate from Auditors of the
Company, certifying compliance of the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement, is
annexed to the Report on Corporate Governance.
Corporate Governance voluntary guidelines issued by the Ministry of
Corporate Affairs.
The Major part of the Corporate Governance Voluntary Guidelines, 2009
has been complied with by adhering to the standards of the Corporate
Governance under clause 49 of the Listing Agreement and Companys own
policy of transparency and professionalism.
4. LISTING OF SHARES AND DEPOSITORIES
Your Companys shares are listed on The Bombay Stock Exchange Limited
(BSE) and National Stock Exchange India Limited (NSE). Your Directors
wish to state that the Equity Shares of your Company are compulsorily
traded in the dematerialized form w.e.f.26/06/2000. Presently 94.159%
of shares are held in electronic/dematerialized form.
5. INSURANCE
The Companys all assets are covered under the various policies. Risks
of fire, earthquake, flood, marine, loss of profit, etc and also due to
damage to third party are covered.
6. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public during the
year under review.
7. DIRECTORS
Shri D.S.Shah and Shri D.B.Shah retire by rotation and being eligible
offer themselves for re-appointment.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) they have, in selection of the accounting policies, consulted the
Statutory and Internal Auditors and have 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 at the
end of the financial year and of the profit of the Company for the year
under report;
iii) they have taken proper and sufficient care to the best of their
knowledge and ability, for 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) the annual accounts have been prepared on going concern basis.
9. (i) AUDITORS
The Companys Auditors M/s. S.V.Doshi & Co., Chartered Accountants
retire at the conclusion of the ensuing Annual General Meeting, and are
eligible for reappointment and holding peer review certificate issued
by The Institute of Chartered Accountants of India. The Company has
received the certificate from the Auditors as required under Section224
(1B) of the Companies Act, 1956. There is no qualification or
observation made by the statutory auditors in their audit report.
(ii) COST AUDITOR
The Central Government has approved the appointment of M/s.Narottam L.
Tola, as Cost Auditors of the Company for the Financial Year 2011 -12
to conduct Cost Audit of Steel Tubes and Pipes product in the Products
of the Company.
10. CORPORATE SOCIAL RESPONSIBILITY
The Company believes that it has the duty towards betterment of society
and its wellbeing and to achieve this noble objective made following
donations during the year under review:-
NAME OF THE TRUST AMOUNT PURPOSE
Navjivan Charitable Trust Rs. 20,00,000/- The Trust is approved by the
National Committee for
promotion of Social and
Economic Welfare under
section 35AC of the
Income Tax Act, 1961
Valabdas Dagara Indian
Society Rs. 2,00,000/- The Trust offers services
to the mentally retarded
Veerayatan Vidyapath Fund Rs. 5,00,000/- The Trust offers its
services in the field of
education, medical care and
empowerment of mankind.
Shri Prabhav Hem Kamdhenu Rs. 1,11,111/-
Girivihar Trust Trust is running a hospital
located in Palitana (Gujarat)
TOTAL Rs. 28,11,111/-
11. HUMAN RESOURCES
Humans are considered as one of the most critical resources in the
business which can be continuously smoothened to maximize the
effectiveness of the Organization. Human resources build the Enterprise
and the sense of belonging would inculcate the spirit of dedication and
loyalty amongst them towards strengthening the Companys Polices and
Systems. All personnel continue to have healthy, cordial and harmonious
approach thereby enhancing the contributory value of the Company.
12. PARTICULARS OF EMPLOYEES
There were no employees other than the Managing Director and the Joint
Managing Director, covered under the purview of Section 217 (2A) of the
Companies Act, 1956 and the Rules framed there under.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 and the Companies (Disclosure of Particulars in
the Report of Directors) Rules, 1988 is given in Annexure and forms
part of this report.
The Company has made direct export of Rs. 19.07 lakhs (previous year
Rs. 16.81 lakhs). The foreign exchange earning was Rs. 19.07 lakhs and
foreign exchange outgo was Rs 1678.05 lakhs during the year under
review. The Companys windmills are operating in Gujarat and
Maharashtra and have generated units and thereby contributed to the
energy requirement of the Country.
The annual reports are being sent through emails to the shareholders
who have preferred to receive annual accounts through electronic mode.
Any shareholders desirous of obtaining hard copy may write to the
Company for the same.
14. ACKNOWLEDGEMENT
The Board wishes to acknowledge and thank all stakeholders for their
valuable continued support and encouragement. Your Directors also wish
to place on record their deep sense of appreciation for the committed
services of the Workers, Staff and Executives of the Company.
For and On behalf of the Board of Directors
M.G.GANDHI
Chairman & Managing Director
Place: Mumbai
Date : 12.05.2011
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