To the Members of
The Directors take pleasure in presenting to you their Twenty-Fourth
Annual Report for the year ended 31st March, 2011.
1. FINANCIAL RESULTS
Following are the working results for the year 2010-2011:
(Rs. in Lacs)
2010-2011 2009-2010
Turnover 102470.81 98634.50
Gross Profit before Interest and
Depreciation 45423.33 52271.98
Less: Interest 3454.64 4803.33
Profit before Depreciation 41968.69 47468.65
Less: Depreciation and amortization
for the year 6758.98 5703.07
Less: Provision for diminution in value
of investments 60.75 1559.84
Profit before Taxation 35148.96 40205.74
Provision for Taxation 10211.08 6799.05
Profit for the year 24937.88 33406.69
Add: Taxation pertaining to
earlier years 1424.93 8.66
Add: Profit brought forward from
previous year 292.74 169.19
26655.55 33584.54
Appropriations
Transferred to General Reserve 22000.00 28800.00
Interim dividend 1098.50 2197.00
Proposed Dividend subject to
approval of the shareholders 2746.25 1647.75
Tax on Dividend 627.96 647.05
Balance carried to Balance Sheet 182.84 292.74
26655.55 33584.54
3. RESPONSIBILITY STATEMENT
Your Directors would like to confirm that
I. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed;
II. 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
of the Company at the end of the Financial Year and of the Profit or
Loss of the Company for that period;
III. 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
irregularities;
IV. the Directors have prepared the Annual Accounts on a going concern
basis.
4. DIVIDEND
Your Company had paid an interim dividend of Re 1 per share and your
Directors now recommend a final dividend of Rs 2.50 per share (250%)
subject to approval of the shareholders. The total dividend payout
(including dividend distribution tax) for the year will be Rs 4472.71
lacs.
5. DIRECTORS
Shri Deepak Asher and Shri Shanti Prasad Jain retire by rotation and
being eligible, offer themselves for re- appointment.
Shri Mahesh Prasad is appointed as an Additional Director of the
Company at the Meeting of the Board of Directors of the Company held on
27 May, 2011. He holds his office upto the forthcoming Annual General
Meeting of the Company. Notice has been received from a Member of the
Company specifying his intention to propose the candidature of Shri
Mahesh Prasad as a Director of the Company. The Board recommends his
appointment as a Director of the Company.
7. SUBSIDIARIES
Ministery of Corporate Affairs, New Delhi vide its Circular No
5/12/2007-CL-III dated 08th February, 2011 has granted general
exemption to the Holding Companies for not attaching the Balance
Sheet(s) of Subsidiary Company(ies) concerned as required under Section
212 of the Companies Act, 1956. In view of the above, the Board of
Directors of the Company has by resolution 27th May, 2011 accorded
consent to not attaching Annual Accounts of the financial year ended on
31st March, 2011 of all the Company’s subsidiaries.
8. AUDITORS''REPORT
The notes forming part of the accounts are self-explanatory and do not
call for any further clarifications under Section 217(3) of the
Companies Act, 1956. The observations made by the Auditors in their
report on the Corporate Governance are explained in Para 2 and 3 of the
Corporate Governance Report.
9. AUDITORS
Members are requested to appoint Auditors for the current year and to
fix, or authorise the Board to fix, their remuneration. The Auditors,
M/s. Patankar & Associates, retire and offer themselves for
re-appointment. Due notice has been received from them that their
appointment, if made, will be in accordance with the limits specified
in Section 224 (1B) of the Companies Act, 1956.
10. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Auditors''Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report.
In compliance with the requirements of Clause 49(V), a certificate from
the Managing Director and Director and Group Head (Corporate Finance)
of the Company, who are responsible for the finance function, was
placed before the Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior
Management Personnel. A declaration to this effect duly signed by the
Managing Director is enclosed as a part of the Corporate Governance
Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to 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, relating to the matters contained
therein is given by way of an Annexure to this Report.
12. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956 and the rules framed there under, the names and other
particulars are set out in the Annexure to the Directors''Report. In
terms of the provisions of Section 219(1) (b) (iv) of the Companies
Act, 1956, the Directors''Report is being sent to all the Shareholders
of the Company excluding the aforesaid annexure. The annexure is
available for inspection at the Registered Office of the Company. Any
Shareholder interested in obtaining a copy of the said annexure may
write to the Company Secretary at the Registered Office of the Company.
13. SUSTAINABLE DEVELOPMENT ACTIVITIES
The Company undertakes sustainable development work as part of its
ongoing efforts to improve the quality of life of the people in the
areas surrounding its plant. Your company has spent around Rs 88.24
lacs in the last financial year on these initiatives. Diligent and
sincere efforts in this direction have had a positive and lasting
impact on the neighbouring community. During the year, the Company has
had its Corporate Social Responsibility initiatives certified by Ernst
and Young.
14. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment have been of prime concern to the
Company and necessary efforts were made in this direction in line with
the safety, health and environment policy laid down by the Company. The
Company has achieved certification of ISO: 14001:2004 (Environment
Management System) and ISO 18001:2007 (Occupational Health and Safety
Management System) for its Ranjitnagar Unit. Health of employees is
being regularly monitored and environment has been maintained as per
statutory requirements.
15. INSURANCE
The Company’s property and assets have been adequately insured.
16. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies
for the assistance, co-operation and guidance received. Your Directors
place on record their deep sense of appreciation for the dedicated
services rendered by the workforce of the Company.
By Order of the Board of Directors
Noida DK JAIN
27th May, 2011 Chairman
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